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UNIVEST FINANCIAL Corp - Quarter Report: 2018 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, 2018.
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
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
 
29,406,826
(Title of Class)
 
(Number of shares outstanding at April 30, 2018)
 
 


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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PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
UNIVEST CORPORATION OF PENNSYLVANIA
CONDENSED CONSOLIDATED BALANCE SHEETS

 
(UNAUDITED)
 
 
(Dollars in thousands, except share data)
At March 31, 2018
 
At December 31, 2017
ASSETS
 
Cash and due from banks
$
34,752

 
$
46,721

Interest-earning deposits with other banks
13,879

 
28,688

Investment securities held-to-maturity (fair value $82,975 and $55,320 at March 31, 2018 and December 31, 2017, respectively)
84,393

 
55,564

Investment securities available-for-sale
376,787

 
397,442

Investments in equity securities
1,072

 
1,076

       Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
32,801

 
27,204

Loans held for sale
687

 
1,642

Loans and leases held for investment
3,689,888

 
3,620,067

Less: Reserve for loan and lease losses
(23,410
)
 
(21,555
)
Net loans and leases held for investment
3,666,478

 
3,598,512

Premises and equipment, net
61,397

 
61,797

Goodwill
172,559

 
172,559

Other intangibles, net of accumulated amortization and fair value adjustments of $22,725 and $21,825 at March 31, 2018 and December 31, 2017, respectively
13,346

 
13,909

Bank owned life insurance
109,692

 
108,246

Accrued interest receivable and other assets
46,116

 
41,502

Total assets
$
4,613,959

 
$
4,554,862

LIABILITIES
 
 
 
Noninterest-bearing deposits
$
1,002,021

 
$
1,040,026

Interest-bearing deposits:
 
 
 
Demand deposits
1,159,737

 
1,109,438

Savings deposits
815,032

 
830,706

Time deposits
520,503

 
574,749

Total deposits
3,497,293

 
3,554,919

Short-term borrowings
216,426

 
105,431

Long-term debt
155,692

 
155,828

Subordinated notes
94,392

 
94,331

Accrued interest payable and other liabilities
43,437

 
40,979

Total liabilities
4,007,240

 
3,951,488

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $5 par value: 48,000,000 shares authorized at March 31, 2018 and December 31, 2017; 31,556,799 shares issued at March 31, 2018 and December 31, 2017; 29,391,934 and 29,334,859 shares outstanding at March 31, 2018 and December 31, 2017, respectively
157,784

 
157,784

Additional paid-in capital
290,095

 
290,133

Retained earnings
228,097

 
216,761

Accumulated other comprehensive loss, net of tax benefit
(26,791
)
 
(17,771
)
Treasury stock, at cost; 2,164,865 and 2,221,940 shares at March 31, 2018 and December 31, 2017, respectively
(42,466
)
 
(43,533
)
Total shareholders’ equity
606,719

 
603,374

Total liabilities and shareholders’ equity
$
4,613,959

 
$
4,554,862

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

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Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months Ended 
 March 31,
(Dollars in thousands, except per share data)
2018
 
2017
Interest income
 
Interest and fees on loans and leases:
 
 
 
Taxable
$
37,950

 
$
33,700

Exempt from federal income taxes
2,347

 
2,035

Total interest and fees on loans and leases
40,297

 
35,735

Interest and dividends on investment securities:
 
 
 
Taxable
2,189

 
1,688

Exempt from federal income taxes
468

 
599

Interest on deposits with other banks
76

 
17

Interest and dividends on other earning assets
504

 
357

Total interest income
43,534

 
38,396

Interest expense
 
 
 
Interest on deposits
3,691

 
2,191

Interest on short-term borrowings
645

 
262

Interest on long-term debt and subordinated notes
1,926

 
1,660

Total interest expense
6,262

 
4,113

Net interest income
37,272

 
34,283

Provision for loan and lease losses
2,053

 
2,445

Net interest income after provision for loan and lease losses
35,219

 
31,838

Noninterest income
 
 
 
Trust fee income
1,996

 
1,907

Service charges on deposit accounts
1,327

 
1,243

Investment advisory commission and fee income
3,683

 
3,181

Insurance commission and fee income
4,888

 
4,410

Other service fee income
2,169

 
1,987

Bank owned life insurance income
669

 
783

Net gain on sales of investment securities
10

 
15

Net gain on mortgage banking activities
716

 
1,113

Other income
124

 
331

Total noninterest income
15,582

 
14,970

Noninterest expense
 
 
 
Salaries, benefits and commissions
20,647

 
18,737

Net occupancy
2,757

 
2,665

Equipment
1,023

 
993

Data processing
2,232

 
2,058

Professional fees
1,355

 
1,239

Marketing and advertising
381

 
379

Deposit insurance premiums
391

 
402

Intangible expenses
612

 
759

Restructuring charges
571

 

Other expense
5,156

 
4,798

Total noninterest expense
35,125

 
32,030

Income before income taxes
15,676

 
14,778

Income tax expense
2,826

 
3,922

Net income
$
12,850

 
$
10,856

Net income per share:
 
 
 
Basic
$
0.44

 
$
0.41

Diluted
0.44

 
0.41

Dividends declared
0.20

 
0.20

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

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UNIVEST CORPORATION OF PENNSYLVANIA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended March 31,
(Dollars in thousands)
2018
 
2017
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
Income
$
15,676

 
$
2,826

 
$
12,850

 
$
14,778

 
$
3,922

 
$
10,856

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized (losses) gains on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period
(6,338
)
 
(1,331
)
 
(5,007
)
 
420

 
147

 
273

Less: reclassification adjustment for net gains on sales realized in net income (1)
(10
)
 
(2
)
 
(8
)
 
(15
)
 
(5
)
 
(10
)
Total net unrealized (losses) gains on available-for-sale investment securities
(6,348
)
 
(1,333
)
 
(5,015
)
 
405

 
142

 
263

Net unrealized gains on interest rate swaps used in cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains arising during the period
212

 
45

 
167

 
7

 
2

 
5

Less: reclassification adjustment for net losses realized in net income (2)
20

 
4

 
16

 
71

 
25

 
46

Total net unrealized gains on interest rate swaps used in cash flow hedges
232

 
49

 
183

 
78

 
27

 
51

Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic pension costs (3)
281

 
59

 
222

 
299

 
105

 
194

Accretion of prior service cost included in net periodic pension costs (3)
(71
)
 
(15
)
 
(56
)
 
(70
)
 
(24
)
 
(46
)
Total defined benefit pension plans
210

 
44

 
166

 
229

 
81

 
148

Other comprehensive (loss) income
(5,906
)
 
(1,240
)
 
(4,666
)
 
712

 
250

 
462

Total comprehensive income
$
9,770

 
$
1,586

 
$
8,184

 
$
15,490

 
$
4,172

 
$
11,318

(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 8, "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
CONDENSED 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
 
Treasury
Stock
 
Total
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
29,334,859

 
$
157,784

 
$
290,133

 
$
216,761

 
$
(17,771
)
 
$
(43,533
)
 
$
603,374

Adjustment to initially apply ASU No. 2016-01 for equity securities measured at fair value (1)

 

 

 
433

 
(433
)
 

 

Adjustment to initially apply ASU No. 2018-02 for reclassification of stranded net tax charges (1)

 

 

 
3,921

 
(3,921
)
 

 

Net income

 

 

 
12,850

 

 

 
12,850

Other comprehensive loss, net of income tax benefit

 

 

 

 
(4,666
)
 

 
(4,666
)
Cash dividends declared ($0.20 per share)

 

 

 
(5,868
)
 

 

 
(5,868
)
Stock issued under dividend reinvestment and employee stock purchase plans
20,253

 

 
44

 

 

 
525

 
569

Exercise of stock options
14,158

 

 
(9
)
 

 

 
277

 
268

Stock-based compensation

 

 
847

 

 

 

 
847

Purchases of treasury stock
(23,539
)
 

 

 

 

 
(655
)
 
(655
)
Restricted stock awards granted, net of cancellations
46,203

 

 
(920
)
 

 

 
920

 

Balance at March 31, 2018
29,391,934

 
$
157,784

 
$
290,095

 
$
228,097

 
$
(26,791
)
 
$
(42,466
)
 
$
606,719

(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

Stock-based compensation

 

 
831

 

 

 

 
831

Purchases of treasury stock
(57,804
)
 

 

 

 

 
(1,634
)
 
(1,634
)
Restricted stock awards granted, net of cancellations
45,323

 

 
(888
)
 

 

 
888

 

Balance at March 31, 2017
26,645,520

 
$
144,559

 
$
230,391

 
$
200,050

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

(1) See Note 1, "Summary of Significant Accounting Policies - Accounting Pronouncements Adopted in 2018" for additional information.
Note: See accompanying notes to the unaudited consolidated financial statements.

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Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended March 31,
(Dollars in thousands)
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
12,850

 
$
10,856

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan and lease losses
2,053

 
2,445

Depreciation of premises and equipment
1,408

 
1,192

Net amortization of investment securities premiums and discounts
402

 
515

Net gain on sales of investment securities
(10
)
 
(15
)
Net gain on mortgage banking activities
(716
)
 
(1,113
)
Bank owned life insurance income
(669
)
 
(783
)
Net accretion of acquisition accounting fair value adjustments
(146
)
 
(764
)
Stock-based compensation
847

 
831

Intangible expenses
612

 
759

Other adjustments to reconcile net income to cash (used in) provided by operating activities
(18
)
 
957

Originations of loans held for sale
(28,468
)
 
(24,828
)
Proceeds from the sale of loans held for sale
30,320

 
30,568

Contributions to pension and other postretirement benefit plans
(67
)
 
(69
)
(Increase) decrease in accrued interest receivable and other assets
(3,307
)
 
851

Increase (decrease) in accrued interest payable and other liabilities
2,805

 
(3,715
)
Net cash provided by operating activities
17,896

 
17,687

Cash flows from investing activities:
 
 
 
Net capital expenditures
(1,009
)
 
(2,299
)
Proceeds from maturities, calls and principal repayments of securities held-to-maturity
1,721

 
10,026

Proceeds from maturities, calls and principal repayments of securities available-for-sale
20,439

 
18,782

Proceeds from sales of securities available-for-sale
1,010

 
1,762

Purchases of investment securities held-to-maturity
(30,641
)
 
(18,209
)
Purchases of investment securities available-for-sale
(7,692
)
 
(9,009
)
Net increase in other investments
(5,597
)
 
(453
)
Net increase in loans and leases
(69,830
)
 
(56,550
)
Net decrease (increase) in interest-earning deposits
14,809

 
(3,987
)
Proceeds from sales of other real estate owned

 
2,039

Purchases of bank owned life insurance
(777
)
 

Proceeds from bank owned life insurance

 
211

Net cash used in investing activities
(77,567
)
 
(57,687
)
Cash flows from financing activities:
 
 
 
Net (decrease) increase in deposits
(57,575
)
 
108,543

Net increase (decrease) in short-term borrowings
110,995

 
(116,805
)
Proceeds from issuance of long-term debt

 
55,000

Payment of contingent consideration on acquisitions
(34
)
 
(5,284
)
Purchases of treasury stock
(655
)
 
(1,634
)
Stock issued under dividend reinvestment and employee stock purchase plans
569

 
617

Proceeds from exercise of stock options
268

 
861

Cash dividends paid
(5,866
)
 
(5,310
)
Net cash provided by financing activities
47,702

 
35,988

Net decrease in cash and due from banks
(11,969
)
 
(4,012
)
Cash and due from banks at beginning of year
46,721

 
48,757

Cash and due from banks at end of period
$
34,752

 
$
44,745

Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
6,361

 
$
4,729

Cash paid for income taxes, net of refunds
145

 
157

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

 
$
653

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

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UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
Notes to the Condensed 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 direct 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, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 or for any other period. 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, 2017, which was filed with the SEC on March 1, 2018.
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, reserve for loan and lease losses and purchase accounting.
Accounting Pronouncements Adopted in 2018

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-02, "Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." This ASU clarifies the accounting treatment of the reclassification of certain income tax effects within accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act. The Corporation elected to early adopt this guidance effective January 1, 2018 for all stranded tax effects resulting from tax reform and reclassified stranded tax effects, totaling $3.9 million, from accumulated other comprehensive income to retained earnings. The Corporation's policy for releasing income tax effects from accumulated other comprehensive income is to release such effects on an individual basis as each item is liquidated, sold or extinguished. See Note 10, "Accumulated Other Comprehensive (Loss) Income" for additional detail.
In March 2017, the FASB issued 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 Corporation adopted this guidance effective January 1, 2018 with retrospective application for prior period presentation. Effective January 1, 2018, components of net benefit income other than the service cost component are presented in the Corporation's statement of income in other noninterest expense rather than in salaries, benefits and commission expense. Prior period components of net benefit income other than the service cost component were reclassed to other noninterest expense in the Corporation's statement of income.

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 requires equity investments to be measured at fair value with changes in fair value recognized in net income. At December 31, 2017, the Corporation's equity portfolio had a carrying value of $1.1 million which included an unrealized net gain of $666 thousand. At December 31, 2017, $433 thousand was recorded in accumulated

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other comprehensive income which represented the unrealized net gain, net of income taxes, based on the Corporation’s statutory tax rate as of December 31, 2017. The Corporation adopted this guidance effective January 1, 2018 with a cumulative-effect adjustment to the balance sheet as of January 1, 2018. The balance in accumulated other comprehensive income of $433 thousand was reclassified to retained earnings effective January 1, 2018. The carrying value of the equity securities, at January 1, 2018, did not change; however, any future increases or decreases in fair value is recorded as an increase or decrease to the carrying value and recognized in other noninterest income. During the three months ended March 31, 2018, the Corporation recognized a $4 thousand net loss on equity securities in other noninterest income.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)” and subsequent related updates. The Corporation adopted the guidance effective January 1, 2018 using the modified retrospective method though no adjustments were made to retained earnings as a result of the adoption. The Corporation provided expanded disclosures related to recognition of revenue from contracts with customers. See Note 14, "Revenue from Contracts with Customers."
Recent Accounting Pronouncements Yet to Be Adopted
In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The amendments in this update expand and refine hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Additional hedging strategies permitted for hedge accounting include: hedges of contractually-specified price components of commodity purchases or sales, hedges of the benchmark rate component of the contractual coupon cash flows of fixed-rate assets or liabilities, hedges of the portion of a closed portfolio of prepayable assets not expected to prepay, and partial-term hedges of fixed-rate assets or liabilities. The ASU amends the presentation and disclosure requirements and changes how entities assess effectiveness. The ASU eliminates the requirement to separately measure and report hedge ineffectiveness and requires all items that affect earnings be presented in the same income statement line as the hedged items. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the entity can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities, or January 1, 2019 for the Corporation. Early adoption is permitted, including an interim period. The amended presentation and disclosure guidance is required only prospectively. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.
In March 2017, the FASB issued ASU No. 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, or January 1, 2019 for the Corporation. Early adoption is permitted, including an interim period. This ASU is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. 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 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 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

8

Table of Contents

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 shareholders' equity and 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 a negative impact on all Corporation and Bank capital ratios under current regulatory guidance and possibly equity ratios.

9

Table of Contents

Note 2. Earnings per Share
The Corporation uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Corporation's equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. The table also notes anti-dilutive options which are those options with weighted average exercise prices in excess of the weighted average market value for the periods presented.
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)
2018
 
2017
Numerator:
 
 
 
Net income
$
12,850

 
$
10,856

Net income allocated to unvested restricted stock
(97
)
 
(113
)
Net income allocated to common shares
$
12,753

 
$
10,743

Denominator:
 
 
 
Weighted average shares outstanding
29,355

 
26,631

Average unvested restricted stock
(215
)
 
(286
)
Denominator for basic earnings per share—weighted-average shares outstanding
29,140

 
26,345

Effect of dilutive securities—employee stock options
94

 
103

Denominator for diluted earnings per share—adjusted weighted-average shares outstanding
29,234

 
26,448

Basic earnings per share
$
0.44

 
$
0.41

Diluted earnings per share
$
0.44

 
$
0.41

Average anti-dilutive options excluded from computation of diluted earnings per share
217

 
126



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Table of Contents

Note 3. Investment Securities
The following table shows the amortized cost and the estimated fair value of the held-to-maturity securities and available-for-sale securities at March 31, 2018 and December 31, 2017, by contractual maturity within each type:
 
At March 31, 2018
 
At December 31, 2017
(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
$
6,996

 
$

 
$
(169
)
 
$
6,827

 
$
6,995

 
$

 
$
(77
)
 
$
6,918

 
6,996

 

 
(169
)
 
6,827

 
6,995

 

 
(77
)
 
6,918

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 5 years to 10 years
13,495

 

 
(157
)
 
13,338

 
8,944

 

 
(51
)
 
8,893

Over 10 years
63,902

 

 
(1,092
)
 
62,810

 
39,625

 
44

 
(160
)
 
39,509

 
77,397

 

 
(1,249
)
 
76,148

 
48,569

 
44

 
(211
)
 
48,402

Total
$
84,393

 
$

 
$
(1,418
)
 
$
82,975

 
$
55,564

 
$
44

 
$
(288
)
 
$
55,320

Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
$
6,527

 
$

 
$
(40
)
 
$
6,487

 
$
1,499

 
$

 
$
(3
)
 
$
1,496

After 1 year to 5 years
10,519

 

 
(124
)
 
10,395

 
15,590

 

 
(125
)
 
15,465


17,046

 

 
(164
)
 
16,882

 
17,089

 

 
(128
)
 
16,961

State and political subdivisions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
5,824

 

 
(9
)
 
5,815

 
2,721

 
1

 
(6
)
 
2,716

After 1 year to 5 years
13,997

 
28

 
(58
)
 
13,967

 
16,787

 
33

 
(44
)
 
16,776

After 5 years to 10 years
49,935

 
508

 
(453
)
 
49,990

 
54,846

 
897

 
(73
)
 
55,670

Over 10 years
3,120

 

 
(84
)
 
3,036

 
3,120

 
15

 

 
3,135


72,876

 
536

 
(604
)
 
72,808

 
77,474

 
946

 
(123
)
 
78,297

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
3,969

 
2

 
(57
)
 
3,914

 
3,913

 
12

 
(26
)
 
3,899

After 5 years to 10 years
54,753

 

 
(1,691
)
 
53,062

 
51,428

 
5

 
(852
)
 
50,581

Over 10 years
121,722

 
50

 
(4,163
)
 
117,609

 
133,237

 
87

 
(2,383
)
 
130,941


180,444

 
52

 
(5,911
)
 
174,585

 
188,578

 
104

 
(3,261
)
 
185,421

Collateralized mortgage obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 5 years to 10 years
1,999

 

 
(100
)
 
1,899

 
2,103

 

 
(82
)
 
2,021

Over 10 years
1,485

 

 
(16
)
 
1,469

 
1,567

 
14

 

 
1,581


3,484

 

 
(116
)
 
3,368

 
3,670

 
14

 
(82
)
 
3,602

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
5,016

 

 
(19
)
 
4,997

 
10,006

 

 
(5
)
 
10,001

After 1 year to 5 years
23,845

 
13

 
(436
)
 
23,422

 
24,885

 
20

 
(147
)
 
24,758

After 5 years to 10 years
16,164

 

 
(458
)
 
15,706

 
16,669

 
71

 
(296
)
 
16,444

Over 10 years
60,000

 

 
(6,155
)
 
53,845

 
60,000

 

 
(4,027
)
 
55,973


105,025

 
13

 
(7,068
)
 
97,970

 
111,560

 
91

 
(4,475
)
 
107,176

Money market mutual funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
11,174

 

 

 
11,174

 
5,985

 

 

 
5,985


11,174

 

 

 
11,174

 
5,985

 

 

 
5,985

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
N/A

 
N/A

 
N/A

 
N/A

 
410

 
667

 
(1
)
 
1,076


N/A

 
N/A

 
N/A

 
N/A

 
410

 
667

 
(1
)
 
1,076

Total
$
390,049

 
$
601

 
$
(13,863
)
 
$
376,787

 
$
404,766

 
$
1,822

 
$
(8,070
)
 
$
398,518

N/A - Not applicable as a result of adoption of ASU 2016-01

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.

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Table of Contents

Securities with a carrying value of $362.5 million and $345.1 million at March 31, 2018 and December 31, 2017, respectively, were pledged to secure public deposits and other contractual obligations. In addition, securities of $296 thousand and $1.8 million were pledged to secure credit derivatives and interest rate swaps at March 31, 2018 and December 31, 2017, respectively. See Note 11, "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, 2018 and 2017:
 
Three Months Ended March 31,
(Dollars in thousands)
2018
 
2017
Securities available-for-sale:
 
 
 
Proceeds from sales
$
1,010

 
$
1,762

Gross realized gains on sales
10

 
15

Tax expense related to net realized gains on sales
2

 
5

    
At March 31, 2018 and December 31, 2017, there were no investments in any single non-federal issuer representing more than 10% of shareholders’ equity.
The following table shows the fair value of securities that were in an unrealized loss position at March 31, 2018 and December 31, 2017 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 investments 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, 2018
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
6,826

 
$
(169
)
 
$

 
$

 
$
6,826

 
$
(169
)
Residential mortgage-backed securities
76,149

 
(1,249
)
 

 

 
76,149

 
(1,249
)
Total
$
82,975

 
$
(1,418
)
 
$

 
$

 
$
82,975

 
$
(1,418
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
5,155

 
$
(59
)
 
$
11,727

 
$
(105
)
 
$
16,882

 
$
(164
)
State and political subdivisions
35,367

 
(553
)
 
6,310

 
(51
)
 
41,677

 
(604
)
Residential mortgage-backed securities
36,274

 
(819
)
 
134,167

 
(5,092
)
 
170,441

 
(5,911
)
Collateralized mortgage obligations
1,469

 
(16
)
 
1,899

 
(100
)
 
3,368

 
(116
)
Corporate bonds
23,242

 
(384
)
 
71,714

 
(6,684
)
 
94,956

 
(7,068
)
Total
$
101,507

 
$
(1,831
)
 
$
225,817

 
$
(12,032
)
 
$
327,324

 
$
(13,863
)
At December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
6,919

 
$
(77
)
 
$

 
$

 
$
6,919

 
$
(77
)
Residential mortgage-backed securities
40,881

 
(211
)
 

 

 
40,881

 
(211
)
Total
$
47,800

 
$
(288
)
 
$

 
$

 
$
47,800

 
$
(288
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
5,213

 
$
(38
)
 
$
11,749

 
$
(90
)
 
$
16,962

 
$
(128
)
State and political subdivisions
18,457

 
(91
)
 
6,332

 
(32
)
 
24,789

 
(123
)
Residential mortgage-backed securities
32,217

 
(210
)
 
141,371

 
(3,051
)
 
173,588

 
(3,261
)
Collateralized mortgage obligations

 

 
2,021

 
(82
)
 
2,021

 
(82
)
Corporate bonds
18,464

 
(1,016
)
 
71,957

 
(3,459
)
 
90,421

 
(4,475
)
Equity securities

 
(1
)
 
4

 

 
4

 
(1
)
Total
$
74,351

 
$
(1,356
)
 
$
233,434

 
$
(6,714
)
 
$
307,785

 
$
(8,070
)


12

Table of Contents

At March 31, 2018, gross unrealized losses for securities in an unrealized loss position for twelve months or longer, totaled $12.0 millionFour federal agency bonds, thirteen investment grade corporate bonds, 105 federal agency residential mortgage securities, and seven investment grade municipal bonds had respective unrealized loss positions of $105 thousand, $6.7 million, $5.2 million and $51 thousand, respectively. The fair value of these 129 securities fluctuate with changes in market conditions which for these underlying securities is primarily due to changes in the interest rate environment. The Corporation does not intend to sell the securities in an unrealized loss position and is unlikely to be required to sell these securities before a recovery of fair value, which may be maturity. Upon review of the attributes of the individual securities, the Corporation concluded these securities were not other-than-temporarily impaired. The Corporation did not recognize any other-than-temporary impairment charges on debt securities for the three months ended March 31, 2018 and 2017.

In conjunction with the adoption of ASU 2016-01, the Corporation recognized a $4 thousand net loss on equity securities during the three months ended March 31, 2018 in other noninterest income and the net unrealized loss on equity securities held at March 31, 2018 was $4 thousand. See Note 1, "Summary of Significant Accounting Policies - Accounting Pronouncements Adopted in 2018" for additional information.
Note 4. Loans and Leases
Summary of Major Loan and Lease Categories
 
At March 31, 2018
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
856,250

 
$
51,688

 
$
907,938

Real estate-commercial
1,293,496

 
291,324

 
1,584,820

Real estate-construction
180,681

 
4,452

 
185,133

Real estate-residential secured for business purpose
251,188

 
82,173

 
333,361

Real estate-residential secured for personal purpose
278,990

 
58,183

 
337,173

Real estate-home equity secured for personal purpose
172,121

 
11,347

 
183,468

Loans to individuals
28,112

 
143

 
28,255

Lease financings
129,740

 

 
129,740

Total loans and leases held for investment, net of deferred income
$
3,190,578

 
$
499,310

 
$
3,689,888

Unearned lease income, included in the above table
$
(14,153
)
 
$

 
$
(14,153
)
Net deferred costs, included in the above table
4,436

 

 
4,436

Overdraft deposits included in the above table
396

 

 
396


 
At December 31, 2017
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
833,100

 
$
63,111

 
$
896,211

Real estate-commercial
1,235,681

 
306,460

 
1,542,141

Real estate-construction
171,244

 
4,592

 
175,836

Real estate-residential secured for business purpose
250,800

 
91,167

 
341,967

Real estate-residential secured for personal purpose
260,654

 
60,920

 
321,574

Real estate-home equity secured for personal purpose
171,884

 
12,386

 
184,270

Loans to individuals
28,156

 
144

 
28,300

Lease financings
129,768

 

 
129,768

Total loans and leases held for investment, net of deferred income
$
3,081,287

 
$
538,780

 
$
3,620,067

Unearned lease income, included in the above table
$
(14,243
)
 
$

 
$
(14,243
)
Net deferred costs, included in the above table
4,669

 

 
4,669

Overdraft deposits included in the above table
222

 

 
222

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


13

Table of Contents

The carrying amount of acquired loans at March 31, 2018 totaled $499.3 million, including $400.1 million of loans from the Fox Chase acquisition and $99.2 million from the Valley Green Bank acquisition. At March 31, 2018, loans acquired with deteriorated credit quality, or acquired credit impaired loans, totaled $1.5 million representing $733 thousand from the Fox Chase acquisition and $792 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, 2018 and December 31, 2017 were as follows:
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
Outstanding principal balance
$
2,197

 
$
2,325

Carrying amount
1,525

 
1,583

Allowance for loan losses

 

The following table presents the changes in accretable yield on acquired credit impaired loans:
 
Three Months Ended March 31,
(Dollars in thousands)
2018
 
2017
Beginning of period
$
11

 
$
50

Reclassification from nonaccretable discount
81

 
107

Accretable discount amortized to interest income
(87
)
 
(116
)
Disposals

 
(4
)
End of period
$
5

 
$
37


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, 2018 and December 31, 2017:
(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, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
663

 
$
187

 
$
2,763

 
$
3,613

 
$
903,947

 
$
378

 
$
907,938

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
1,564

 
174

 
4,347

 
6,085

 
1,578,379

 
356

 
1,584,820

 

Construction
1,168

 

 

 
1,168

 
183,965

 

 
185,133

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,164

 

 
962

 
2,126

 
330,649

 
586

 
333,361

 

Residential secured for personal purpose
3,575

 

 
826

 
4,401

 
332,567

 
205

 
337,173

 
569

Home equity secured for personal purpose
1,335

 
74

 
1,110

 
2,519

 
180,949

 

 
183,468

 
955

Loans to individuals
153

 
53

 
644

 
850

 
27,405

 

 
28,255

 
644

Lease financings
1,225

 
635

 
127

 
1,987

 
127,753

 

 
129,740

 
127

Total
$
10,847

 
$
1,123

 
$
10,779

 
$
22,749

 
$
3,665,614

 
$
1,525

 
$
3,689,888

 
$
2,295

At December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
2,182

 
$
1,440

 
$
1,509

 
$
5,131

 
$
890,658

 
$
422

 
$
896,211

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
733

 
548

 
1,410

 
2,691

 
1,539,094

 
356

 
1,542,141

 

Construction
1,970

 

 
365

 
2,335

 
173,501

 

 
175,836

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,651

 
315

 
1,355

 
3,321

 
338,061

 
585

 
341,967

 
162

Residential secured for personal purpose
4,368

 
1,118

 
23

 
5,509

 
315,845

 
220

 
321,574

 

Home equity secured for personal purpose
1,414

 
333

 
464

 
2,211

 
182,059

 

 
184,270

 
148

Loans to individuals
221

 
139

 
195

 
555

 
27,745

 

 
28,300

 
195

Lease financings
1,143

 
392

 
1,855

 
3,390

 
126,378

 

 
129,768

 
256

Total
$
13,682

 
$
4,285

 
$
7,176

 
$
25,143

 
$
3,593,341

 
$
1,583

 
$
3,620,067

 
$
761



15

Table of Contents

Nonperforming Loans and Leases
The following presents, by class of loans and leases, nonperforming loans and leases at March 31, 2018 and December 31, 2017. Nonperforming loans exclude acquired credit impaired loans from Fox Chase and Valley Green.
 
At March 31, 2018
 
At December 31, 2017
(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 Nonperforming
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 Nonperforming
Loans and
Leases
Commercial, financial and agricultural
$
4,192

 
$
796

 
$

 
$
4,988

 
$
4,448

 
$
921

 
$

 
$
5,369

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
19,014

 

 

 
19,014

 
4,285

 
10,266

 

 
14,551

Construction

 

 

 

 
365

 

 

 
365

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,565

 
195

 

 
1,760

 
2,843

 
206

 
162

 
3,211

Residential secured for personal purpose
594

 
41

 
569

 
1,204

 
466

 
42

 

 
508

Home equity secured for personal purpose
649

 

 
955

 
1,604

 
511

 

 
148

 
659

Loans to individuals

 

 
644

 
644

 

 

 
195

 
195

Lease financings
1,680

 

 
127

 
1,807

 
1,599

 

 
256

 
1,855

Total
$
27,694

 
$
1,032

 
$
2,295

 
$
31,021

 
$
14,517

 
$
11,435

 
$
761

 
$
26,713

 * Includes nonaccrual troubled debt restructured loans and lease modifications of $1.7 million and $2.5 million at March 31, 2018 and December 31, 2017, respectively.

Accruing troubled debt restructuring loans of $11.4 million at December 31, 2017 includes balances of $10.3 million related to one borrower which were classified as troubled debt restructurings as the related loans were granted amortization period extensions. These troubled debt restructured loans were returned to performing status during the first quarter of 2018 as the borrower was in compliance with the modified terms of the restructurings for the required time period. At March 31, 2018, commercial real estate nonaccrual loans and leases includes a $12.3 million loan that was placed on nonaccrual status during the current quarter. A specific reserve of $656 thousand was recorded for this loan as of March 31, 2018.

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, 2018 and December 31, 2017.
The Corporation employs a ten (10) grade risk rating system related to the credit quality of commercial loans and residential real estate loans secured for a business purpose of which the first six categories are pass categories (credits not adversely rated). The following is a description of the internal risk ratings and the likelihood of loss related to each risk rating. Loans with a relationship balance of less than $1 million are reviewed on a performance basis, with the primary monitored metrics being delinquency (60 days or more past due) and revolving stagnancy. Loans with relationships greater than $1 million are reviewed at least annually.  Loan relationships exceeding $15 million or classified as special mention or substandard are reviewed at least quarterly, or more frequently based on management’s discretion. 

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, 2018
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
2,257

 
$
399

 
$
17,935

 
$

 
$
20,591

3. Strong
15,010

 
1,779

 

 

 
16,789

4. Satisfactory
19,252

 
25,858

 

 
271

 
45,381

5. Acceptable
605,721

 
1,001,237

 
73,203

 
215,138

 
1,895,299

6. Pre-watch
196,721

 
239,815

 
87,030

 
30,898

 
554,464

7. Special Mention
6,939

 
13,117

 
2,513

 
1,024

 
23,593

8. Substandard
10,350

 
11,291

 

 
3,857

 
25,498

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
856,250

 
$
1,293,496

 
$
180,681

 
$
251,188

 
$
2,581,615

At December 31, 2017
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
2,521

 
$

 
$
20,420

 
$

 
$
22,941

3. Strong
9,206

 
1,821

 

 

 
11,027

4. Satisfactory
30,283

 
26,950

 

 
274

 
57,507

5. Acceptable
593,205

 
960,258

 
76,899

 
215,750

 
1,846,112

6. Pre-watch
179,990

 
209,844

 
72,168

 
29,738

 
491,740

7. Special Mention
4,027

 
12,974

 
1,392

 
296

 
18,689

8. Substandard
13,868

 
23,834

 
365

 
4,742

 
42,809

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
833,100

 
$
1,235,681

 
$
171,244

 
$
250,800

 
$
2,490,825


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, 2018
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
1,125

 
$

 
$

 
$

 
$
1,125

3. Strong

 

 

 

 

4. Satisfactory
118

 
463

 

 

 
581

5. Acceptable
39,143

 
173,731

 

 
67,954

 
280,828

6. Pre-watch
8,496

 
97,057

 
4,452

 
12,738

 
122,743

7. Special Mention
891

 
4,504

 

 

 
5,395

8. Substandard
1,915

 
15,569

 

 
1,481

 
18,965

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
51,688

 
$
291,324

 
$
4,452

 
$
82,173

 
$
429,637

December 31, 2017
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
1,120

 
$

 
$

 
$

 
$
1,120

3. Strong

 

 

 

 

4. Satisfactory
125

 
482

 

 

 
607

5. Acceptable
49,949

 
183,490

 

 
73,402

 
306,841

6. Pre-watch
6,183

 
98,977

 
4,592

 
15,861

 
125,613

7. Special Mention
1,007

 
17,028

 

 

 
18,035

8. Substandard
4,727

 
6,483

 

 
1,904

 
13,114

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
63,111

 
$
306,460

 
$
4,592

 
$
91,167

 
$
465,330

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
Financings
 
Total
At March 31, 2018
 
 
 
 
 
 
 
 
 
Performing
$
278,357

 
$
171,597

 
$
27,468

 
$
127,933

 
$
605,355

Nonperforming
633

 
524

 
644

 
1,807

 
3,608

Total
$
278,990

 
$
172,121

 
$
28,112

 
$
129,740

 
$
608,963

At December 31, 2017
 
 
 
 
 
 
 
 
 
Performing
$
260,589

 
$
171,527

 
$
27,961

 
$
127,913

 
$
587,990

Nonperforming
65

 
357

 
195

 
1,855

 
2,472

Total
$
260,654

 
$
171,884

 
$
28,156

 
$
129,768

 
$
590,462



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
Financings
 
Total
At March 31, 2018
 
 
 
 
 
 
 
 
 
Performing
$
57,612

 
$
10,267

 
$
143

 
$

 
$
68,022

Nonperforming
571

 
1,080

 

 

 
1,651

Total
$
58,183

 
$
11,347

 
$
143

 
$

 
$
69,673

At December 31, 2017
 
 
 
 
 
 
 
 
 
Performing
$
60,477

 
$
12,084

 
$
144

 
$

 
$
72,705

Nonperforming
443

 
302

 

 

 
745

Total
$
60,920

 
$
12,386

 
$
144

 
$

 
$
73,450

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 for the three months ended March 31, 2018 and 2017:
(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, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
6,742

 
$
9,839

 
$
1,661

 
$
1,754

 
$
373

 
$
1,132

 
$
54

 
$
21,555

Charge-offs
(601
)
 
(40
)
 

 

 
(92
)
 
(136
)
 
N/A

 
(869
)
Recoveries
226

 
73

 
251

 
57

 
30

 
34

 
N/A

 
671

Provision (recovery of provision)
575

 
1,306

 
(41
)
 
96

 
61

 
49

 
6

 
2,052

Provision for acquired credit impaired loans

 

 

 
1

 

 

 

 
1

Ending balance
$
6,942

 
$
11,178

 
$
1,871

 
$
1,908

 
$
372

 
$
1,079

 
$
60

 
$
23,410

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

N/A – Not applicable
    

19

Table of Contents

The following presents, by portfolio segment, a summary of 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 at March 31, 2018 and 2017:
(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, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
34

 
$
684

 
$
14

 
$

 
$

 
$

 
N/A

 
$
732

Ending balance: collectively evaluated for impairment
6,776

 
10,378

 
1,815

 
1,908

 
372

 
1,079

 
60

 
22,388

Ending balance: acquired credit impaired loans evaluated for impairment
132

 
116

 
42

 

 

 

 

 
290

Total ending balance
$
6,942

 
$
11,178

 
$
1,871

 
$
1,908

 
$
372

 
$
1,079

 
$
60

 
$
23,410

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
6,560

 
$
30,573

 
$
2,173

 
$
1,284

 
$

 
$
1,250

 
 
 
$
41,840

Ending balance: collectively evaluated for impairment
849,690

 
1,441,709

 
249,015

 
449,827

 
28,112

 
128,490

 
 
 
3,146,843

Loans measured at fair value

 
1,895

 

 

 

 

 
 
 
1,895

Acquired non-credit impaired loans
51,310

 
295,420

 
81,587

 
69,325

 
143

 

 
 
 
497,785

Acquired credit impaired loans
378

 
356

 
586

 
205

 

 

 
 
 
1,525

Total ending balance
$
907,938

 
$
1,769,953

 
$
333,361

 
$
520,641

 
$
28,255

 
$
129,740

 
 
 
$
3,689,888

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

N/A – Not applicable

20

Table of Contents

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.
Impaired Loans (excludes Lease Financings)
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, 2018 and December 31, 2017. The impaired loans exclude acquired credit impaired loans.
 
At March 31, 2018
 
At December 31, 2017
(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
$
4,683

 
$
5,518

 
 
 
$
7,019

 
$
8,301

 
 
Real estate—commercial real estate
17,738

 
18,564

 
 
 
15,621

 
16,507

 
 
Real estate—construction

 

 
 
 
365

 
365

 
 
Real estate—residential secured for business purpose
1,697

 
1,819

 
 
 
3,430

 
4,620

 
 
Real estate—residential secured for personal purpose
635

 
691

 
 
 
508

 
566

 
 
Real estate—home equity secured for personal purpose
649

 
674

 
 
 
511

 
523

 
 
Total impaired loans with no related reserve recorded
$
25,402

 
$
27,266

 
 
 
$
27,454

 
$
30,882

 
 
Impaired loans with a reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
1,877

 
$
2,336

 
$
34

 
$
60

 
$
60

 
$
31

Real estate—commercial real estate
12,835

 
12,929

 
684

 
933

 
933

 
99

Real estate—residential secured for business purpose
476

 
549

 
14

 
35

 
37

 
1

Total impaired loans with a reserve recorded
$
15,188

 
$
15,814

 
$
732

 
$
1,028

 
$
1,030

 
$
131

Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
6,560

 
$
7,854

 
$
34

 
$
7,079

 
$
8,361

 
$
31

Real estate—commercial real estate
30,573

 
31,493

 
684

 
16,554

 
17,440

 
99

Real estate—construction

 

 

 
365

 
365

 

Real estate—residential secured for business purpose
2,173

 
2,368

 
14

 
3,465

 
4,657

 
1

Real estate—residential secured for personal purpose
635

 
691

 

 
508

 
566

 

Real estate—home equity secured for personal purpose
649

 
674

 

 
511

 
523

 

Total impaired loans
$
40,590

 
$
43,080

 
$
732

 
$
28,482

 
$
31,912

 
$
131

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 original 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 $3.3 million and $4.1 million at March 31, 2018 and December 31, 2017, respectively. Specific reserves on other accruing impaired loans were $28 thousand and $99 thousand at March 31, 2018 and December 31, 2017, 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, 2018
 
Three Months Ended March 31, 2017
(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
$
7,703

 
$
40

 
$
77

 
$
11,418

 
$
43

 
$
85

Real estate—commercial real estate
19,916

 
172

 
287

 
23,949

 
233

 
73

Real estate—construction
183

 

 
2

 

 

 

Real estate—residential secured for business purpose
2,217

 
5

 
24

 
4,268

 
16

 
44

Real estate—residential secured for personal purpose
544

 
1

 
11

 
552

 

 
8

Real estate—home equity secured for personal purpose
549

 

 
8

 
525

 

 
5

Total
$
31,112

 
$
218

 
$
409

 
$
40,712

 
$
292

 
$
215

*
Includes interest income recognized on a cash basis for nonaccrual loans of $6 thousand and $1 thousand for the three months ended March 31, 2018 and 2017, respectively, and interest income recognized on the accrual method for accruing impaired loans of $212 thousand and $291 thousand for the three months ended March 31, 2018 and 2017, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
Impaired Leases
The Corporation had impaired leases of $1.3 million at March 31, 2018 and December 31, 2017 with no related reserves. See discussion in Reserve for Loan and Lease Losses and Recorded Investment in Loans and Leases.
Troubled Debt Restructured Loans
There were no loans restructured during the three months ended March 31, 2018 and March 31, 2017.

The Corporation grants concessions to existing borrowers primarily related to extensions of interest-only payment periods and an occasional payment modification. These modifications typically are for 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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

22

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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,
 
2018
 
2017
(Dollars in thousands)
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Total

 
$

 

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Commercial, financial and agricultural
1

 
$
953

 

 
$

Total
1

 
$
953

 

 
$

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, 2018 and December 31, 2017:
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
Real estate-residential secured for personal purpose
$
317

 
$
31

Real estate-home equity secured for personal purpose
79

 

Total
$
396

 
$
31

    
The following presents foreclosed residential real estate property included in other real estate owned at March 31, 2018 and December 31, 2017.
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
Foreclosed residential real estate
$
80

 
$
80

Note 5. Goodwill and Other Intangible Assets
The Corporation has covenants not to compete agreements with certain individuals, 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, 2018 were as follows:
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Consolidated
Balance at December 31, 2017
$
138,476

 
$
15,434

 
$
18,649

 
$
172,559

Addition to goodwill from acquisitions

 

 

 

Balance at March 31, 2018
$
138,476

 
$
15,434

 
$
18,649

 
$
172,559

The following table reflects the components of intangible assets at the dates indicated:
 
At March 31, 2018
 
At December 31, 2017
(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

 
$
645

 
$
65

 
$
710

 
$
580

 
$
130

Core deposit intangibles
6,788

 
2,399

 
4,389

 
6,788

 
2,135

 
4,653

Customer related intangibles
12,381

 
10,094

 
2,287

 
12,381

 
9,828

 
2,553

Servicing rights
16,192

 
9,587

 
6,605

 
15,855

 
9,282

 
6,573

Total amortized intangible assets
$
36,071

 
$
22,725

 
$
13,346

 
$
35,734

 
$
21,825

 
$
13,909


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Table of Contents

The estimated aggregate amortization expense for covenants not to compete and core deposit and customer related intangibles for the remainder of 2018 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2018
 
$
1,519

2019
 
1,565

2020
 
1,200

2021
 
923

2022
 
666

Thereafter
 
868

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 $11.2 million at March 31, 2018 and $10.0 million at December 31, 2017. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at March 31, 2018 and December 31, 2017. The Corporation also records servicing rights on small business administration (SBA) loans. The value of these servicing rights was $20 thousand and $21 thousand at March 31, 2018 and December 31, 2017, respectively.
Changes in the servicing rights balance are summarized as follows:
 
Three Months Ended March 31,
(Dollars in thousands)
2018
 
2017
Beginning of period
$
6,573

 
$
6,485

Servicing rights capitalized
337

 
343

Amortization of servicing rights
(305
)
 
(326
)
Changes in valuation allowance

 

End of period
$
6,605

 
$
6,502

Residential mortgage and SBA loans serviced for others
$
1,012,677

 
$
972,617

The estimated amortization expense of servicing rights for the remainder of 2018 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2018
 
$
874

2019
 
774

2020
 
684

2021
 
602

2022
 
529

Thereafter
 
3,142


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Table of Contents

Note 6. Deposits

Deposits and their respective weighted average interest rate at March 31, 2018 and December 31, 2017 consist of the following:
 
At March 31, 2018
 
At December 31, 2017
 
Weighted Average Interest Rate
 
Amount
 
Weighted Average Interest Rate
 
Amount
 
(Dollars in thousands)
Noninterest-bearing deposits
%
 
$
1,002,021

 
%
 
$
1,040,026

Demand deposits
0.51

 
1,159,737

 
0.43

 
1,109,438

Savings deposits
0.30

 
815,032

 
0.26

 
830,706

Time deposits
1.18

 
520,503

 
1.12

 
574,749

Total
0.41
%
 
$
3,497,293

 
0.38
%
 
$
3,554,919

The aggregate amount of time deposits in denominations of $100 thousand or more was $181.0 million at March 31, 2018 and $250.0 million at December 31, 2017. Deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit insurance per account owner is currently up to $250 thousand. The aggregate amount of time deposits in denominations over $250 thousand was $53.2 million at March 31, 2018 and $118.4 million at December 31, 2017.

At March 31, 2018, the scheduled maturities of time deposits are as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2018
 
$
207,697

2019
 
183,979

2020
 
65,427

2021
 
19,000

2022
 
32,457

Thereafter
 
11,943

Total
 
$
520,503

Note 7. 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, 2018
 
At December 31, 2017
(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
$
148,285

 
1.87
%
 
$
30,225

 
1.54
%
Federal funds purchased
50,000

 
1.80

 
55,000

 
1.56

Customer repurchase agreements
18,141

 
0.05

 
20,206

 
0.05

 
 
 
 
 
 
 
 
Long-term debt:
 
 
 
 
 
 
 
FHLB advances
$
125,021

 
1.73
%
 
$
125,036

 
1.73
%
Security repurchase agreements
30,671

 
1.77

 
30,792

 
1.52

 
 
 
 
 
 
 
 
Subordinated notes
$
94,392

 
5.34
%
 
$
94,331

 
5.35
%
The Corporation, through the Bank, has a credit facility with the Federal Home Loan Bank (FHLB) with a maximum borrowing capacity of approximately $1.5 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, 2018 and December 31, 2017, the Bank had outstanding short-term letters of credit with the FHLB totaling $198.0 million and $234.2

25

Table of Contents

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 $367.0 million at March 31, 2018 and December 31, 2017. 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, holds collateral at the Federal Reserve Bank of Philadelphia in order to access their Discount Window Lending program. The collateral consisting of investment securities was valued at $68.5 million and $52.0 million at March 31, 2018 and December 31, 2017, respectively. At March 31, 2018 and December 31, 2017, the Corporation had no outstanding borrowings under this program.
The Corporation has a $10.0 million line of credit with a correspondent bank. At March 31, 2018, 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, 2018
 
Weighted Average Rate
Remainder of 2018
$
10,021

 
0.70
%
2019
10,000

 
1.35

2020
40,000

 
1.70

2021
55,000

 
1.94

2022
10,000

 
2.09

Thereafter

 

Total
$
125,021

 
1.73
%
Long-term debt under security repurchase agreements with large commercial banks mature as follows:
(Dollars in thousands)
As of March 31, 2018
 
Weighted Average Rate
Remainder of 2018
$
10,138

 
1.29
%
2019
10,228

 
2.01

2020
10,305

 
2.01

2021

 

2022

 

Thereafter

 

Total
$
30,671

 
1.77
%
Long-term debt under security repurchase agreements totaling $25.6 million are variable based on the one-month LIBOR rate plus a spread. One borrowing for $5.1 million has a fixed interest rate and may be called by the lender based on the underlying agreement.
Note 8. Retirement Plans and Other Postretirement Benefits
Substantially all employees who were hired before December 8, 2009 are covered by a noncontributory retirement plan. Employees hired on or after December 8, 2009 are not eligible to participate in the noncontributory retirement plan. The Corporation also provides supplemental executive retirement benefits to certain former executives, a portion of which is in excess of limits imposed on qualified plans by federal tax law; these plans are non-qualified benefit plans. These non-qualified benefit plans are not offered to new participants; all current participants are now retired. Information on these plans are aggregated and reported under “Retirement Plans” within this footnote.
The Corporation also provides certain postretirement healthcare and life insurance benefits for retired employees. Information on these benefits is reported under “Other Postretirement Benefits” within this footnote.
The Corporation sponsors a Supplemental Non-Qualified Pension Plan, which was established in 1981 prior to the existence of a 401(k) deferred salary savings plan, employee stock purchase plan and long-term incentive plans and therefore is not offered to new participants; all current participants are now retired.

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Table of Contents

Components of net periodic benefit cost (income) were as follows: 
 
Three Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
140

 
$
151

 
$
22

 
$
12

Interest cost
441

 
465

 
23

 
29

Expected return on plan assets
(796
)
 
(753
)
 

 

Amortization of net actuarial loss
280

 
288

 
1

 
11

Accretion of prior service cost
(71
)
 
(70
)
 

 

Net periodic benefit (income) cost
$
(6
)
 
$
81

 
$
46

 
$
52

 
 
 
 
 
 
 
 
The components of net periodic benefit cost other than the service cost component are included in other noninterest expense in the consolidated statements of income.

The Corporation previously disclosed in its financial statements for the year ended December 31, 2017 that it expected to make contributions of $158 thousand to its non-qualified retirement plans and $80 thousand to its other postretirement benefit plans in 2018. During the three months ended March 31, 2018, the Corporation contributed $40 thousand to its non-qualified retirement plans and $27 thousand to its other postretirement plans. During the three months ended March 31, 2018, $649 thousand was paid to participants from the retirement plans and $27 thousand was paid to participants from the other postretirement plans.
Note 9. 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 up to 3,698,974 options and restricted stock to employees and non-employee directors, which includes 330,625 shares as a result of the Corporation's common stock issuance in 2017, 857,191 shares as a result of the completion of the acquisition of Fox Chase in 2016 and 473,483 shares as a result of the completion of the acquisition of Valley Green Bank in 2015.
The following is a summary of the Corporation's stock option activity and related information for the three months ended March 31, 2018:
(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, 2018
Outstanding at December 31, 2017
512,735

 
$
21.90

 
 
 
 
Granted
193,778

 
28.50

 
 
 
 
Expired

 

 
 
 
 
Forfeited

 

 
 
 
 
Exercised
(14,158
)
 
18.93

 
 
 
 
Outstanding at March 31, 2018
692,355

 
23.81

 
8.0
 
$
2,930

Exercisable at March 31, 2018
302,459

 
20.19

 
6.5
 
2,297

The following is a summary of nonvested stock options at March 31, 2018 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, 2017
352,142

 
$
6.47

Granted
193,778

 
6.46

Vested
(156,024
)
 
6.45

Forfeited

 

Nonvested stock options at March 31, 2018
389,896

 
6.48


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Table of Contents

The following aggregated assumptions were used to estimate the fair value of options granted during the three months ended March 31, 2018 and 2017:
 
Three months ended March 31,
 
2018
 
2017
 
Actual
Expected option life in years
6.6

 
6.9

Risk free interest rate
2.80
%
 
2.30
%
Expected dividend yield
2.81
%
 
2.84
%
Expected volatility
27.15
%
 
29.75
%
Fair value of options
$6.46
 
$6.72
The following is a summary of nonvested restricted stock awards at March 31, 2018 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, 2017
229,026

 
$
21.93

Granted
59,953

 
28.39

Vested
(43,200
)
 
18.59

Forfeited
(13,750
)
 
18.52

Nonvested share awards at March 31, 2018
232,029

 
24.43

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)
2018
 
2017
Shares granted
59,953

 
58,448

Weighted average grant date fair value
$
28.39

 
$
28.15

Intrinsic value of awards vested
$
1,193

 
$
1,333

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, 2018 is presented below:
(Dollars in thousands)
Unrecognized Compensation Cost
 
Weighted-Average Period Remaining (Years)
Stock options
$
2,293

 
2.3
Restricted stock awards
3,374

 
2.0
 
$
5,667

 
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)
2018
 
2017
Stock-based compensation expense:
 
 
 
Stock options
$
228

 
$
221

Restricted stock awards
619

 
610

Employee stock purchase plan
15

 
15

Total
$
862

 
$
846

Tax benefit on nonqualified stock option expense, restricted stock awards and disqualifying dispositions of incentive stock options
$
243

 
$
507


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Table of Contents

Note 10. Accumulated Other Comprehensive (Loss) Income
The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:
(Dollars in thousands)
Net Unrealized
(Losses) Gains on
Available-for-Sale
Investment
Securities
 
Net Change
Related to
Derivatives Used for Cash Flow Hedges
 
Net Change
Related to
Defined Benefit
Pension Plans
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance, December 31, 2017
$
(4,061
)
 
$
9

 
$
(13,719
)
 
$
(17,771
)
Adjustment to initially apply ASU No. 2016-01 for equity securities measured at fair value (1)
(433
)
 

 

 
(433
)
Adjustment to initially apply ASU No. 2018-02 for reclassification of stranded net tax charges (1)
(968
)
 
2

 
(2,955
)
 
(3,921
)
Other comprehensive (loss) income
(5,015
)
 
183

 
166

 
(4,666
)
Balance, March 31, 2018
$
(10,477
)
 
$
194

 
$
(16,508
)
 
$
(26,791
)
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
)
(1) See Note 1, "Summary of Significant Accounting Policies - Accounting Pronouncements Adopted in 2018" for additional information.

Note 11. Derivative Instruments and Hedging Activities
Interest Rate Swaps
The Corporation may use interest rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. Recorded amounts related to interest-rate swaps are included in other assets or liabilities. The Corporation’s credit exposure on interest rate swaps includes fair value and any collateral that is held by a third party. Changes in the fair value of derivative instruments designated as hedges of future cash flows are recognized in accumulated other comprehensive income until the underlying forecasted transactions occur, at which time the deferred gains and losses are recognized in earnings. For a qualifying fair value hedge, the gain or loss on the hedging instrument is recognized in earnings, and the change in fair value of the hedge item, to the extent attributable to the hedged risk, adjusts the carrying amount of the hedge item and is recognized in earnings.
In 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 of 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, 2018, there is no gain or loss recorded in accumulated other comprehensive loss that is expected to be reclassified into earnings during the next twelve months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to March 31, 2018. At March 31, 2018, the notional amount of the interest rate swap was $17.6 million, with a positive fair value of $294 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 $497 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

29

Table of Contents

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, 2018, the Corporation has fifteen variable-rate to fixed-rate interest rate swap transactions between the third-party financial institution and customers with a current notional amount of $75.0 million, and remaining maturities ranging from one to 10 years. At March 31, 2018, the fair value of the swaps to the customers was a liability of $31 thousand and all swaps were in paying positions to the third-party financial institution.
At March 31, 2018, there were no material foreign currency swap transactions between the third-party institution and loan customers.
The maximum potential payments by the Corporation to the third-party financial institution under these credit derivatives are not estimable as they are contingent on future interest rates and exchange rates, and the agreement does not provide for a limitation of the maximum potential payment amount.
Mortgage Banking Derivatives
Derivative loan commitments represent agreements for delayed delivery of financial instruments in which the buyer agrees to purchase and the seller agrees to deliver, at a specified future date, a specified instrument at a specified price or yield. The Corporation’s derivative loan commitments are commitments to sell loans secured by 1-to 4-family residential properties whose predominant risk characteristic is interest rate risk. The fair values of these derivative loan commitments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties.
Derivatives Tables
The following table presents the notional amounts and fair values of derivatives designated as hedging instruments recorded on the consolidated balance sheets at March 31, 2018 and December 31, 2017. 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, 2018
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
17,648

 
Other assets
 
$
294

 
 
 
$

Interest rate swap - fair value hedge
1,377

 
Other assets
 
6

 
 
 

Total
$
19,025

 
 
 
$
300

 
 
 
$

At December 31, 2017
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
17,836

 
Other assets
 
$
13

 
 
 
$

Interest rate swap - fair value hedge
1,388

 
 
 

 
Other liabilities
 
12

Total
$
19,224

 
 
 
$
13

 
 
 
$
12


30

Table of Contents

The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the consolidated balance sheets at March 31, 2018 and December 31, 2017:
 
 
 
Derivative Assets
 
Derivative Liabilities
(Dollars in thousands)
Notional
Amount
 
Balance Sheet
Classification
 
Fair
Value
 
Balance Sheet
Classification
 
Fair
Value
At March 31, 2018
 
 
 
 
 
 
 
 
 
Interest rate swap
$
497

 
 
 
$

 
Other liabilities
 
$
30

Credit derivatives
75,044

 
 
 

 
Other liabilities
 
31

Interest rate locks with customers
26,090

 
Other assets
 
395

 
 
 

Forward loan sale commitments
26,768

 
Other assets
 
12

 
 
 

Total
$
128,399

 
 
 
$
407

 
 
 
$
61

At December 31, 2017
 
 
 
 
 
 
 
 
 
Interest rate swap
$
523

 

 
$

 
Other liabilities
 
$
38

Credit derivatives
75,622

 

 

 
Other liabilities
 
36

Interest rate locks with customers
27,411

 
Other assets
 
527

 
 
 

Forward loan sale commitments
29,037

 
Other assets
 
61

 
 
 

Total
$
132,593

 
 
 
$
588

 
 
 
$
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)
2018
 
2017
Interest rate swap—cash flow hedge—net interest payments
Interest expense
 
$
20

 
$
71

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

 
3

Net loss
 
 
$
(20
)
 
$
(68
)

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)
2018
 
2017
Credit derivatives
Other noninterest income
 
$
4

 
$
71

Interest rate locks with customers
Net gain on mortgage banking activities
 
(132
)
 
407

Forward loan sale commitments
Net loss on mortgage banking activities
 
(49
)
 
(254
)
Total
 
 
$
(177
)
 
$
224


The following table presents amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments at March 31, 2018 and December 31, 2017:
(Dollars in thousands)
Accumulated Other
Comprehensive (Loss) Income
 
At March 31, 2018
 
At December 31, 2017
Interest rate swap—cash flow hedge
Fair value, net of taxes
 
$
193

 
$
9

Total
 
 
$
193

 
$
9



31

Table of Contents

Note 12. Fair Value Disclosures
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs 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. Level 2 of the valuation hierarchy includes securities issued by U.S. Government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate and municipal bonds and certain equity securities. 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. In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.
Fair values for securities are determined using independent pricing services and market-participating brokers. The Corporation’s independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service’s evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.
Certain corporate bonds owned by the Corporation are classified as Level 3 as they are not traded in active markets. The fair value of each bond 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, 2018.

32

Table of Contents

Derivative Financial Instruments
The fair values of derivative financial instruments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. 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 $27 thousand at March 31, 2018.

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. 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.
The following table presents the assets and liabilities measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017, classified using the fair value hierarchy:
 
At March 31, 2018
(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
$

 
$
16,882

 
$

 
$
16,882

State and political subdivisions

 
72,808

 

 
72,808

Residential mortgage-backed securities

 
174,585

 

 
174,585

Collateralized mortgage obligations

 
3,368

 

 
3,368

Corporate bonds

 
71,048

 
26,922

 
97,970

Money market mutual funds
11,174

 

 

 
11,174

Total available-for-sale securities
11,174

 
338,691

 
26,922

 
376,787

Equity securities - financial services industry
1,072

 

 

 
1,072

Loans*




1,895

 
1,895

Interest rate swaps*

 
300

 

 
300

Interest rate locks with customers*

 
395

 

 
395

Forward loan sale commitments*

 
12

 

 
12

Total assets
$
12,246

 
$
339,398

 
$
28,817

 
$
380,461

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
322

 
$
322

Interest rate swaps*

 
30

 

 
30

Credit derivatives*

 

 
31

 
31

Total liabilities
$

 
$
30

 
$
353

 
$
383


33

Table of Contents

 
At December 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
$

 
$
16,961

 
$

 
$
16,961

State and political subdivisions

 
78,297

 

 
78,297

Residential mortgage-backed securities

 
185,421

 

 
185,421

Collateralized mortgage obligations

 
3,602

 

 
3,602

Corporate bonds

 
79,190

 
27,986

 
107,176

Money market mutual funds
5,985

 

 

 
5,985

Equity securities
1,076

 

 

 
1,076

Total available-for-sale securities
7,061

 
363,471

 
27,986

 
398,518

Loans*




1,958


1,958

Interest rate swap*

 
13

 

 
13

Interest rate locks with customers*

 
527

 

 
527

Forward loan sale commitments*

 
61

 

 
61

Total assets
$
7,061

 
$
364,072

 
$
29,944

 
$
401,077

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
339

 
$
339

Interest rate swaps*

 
50

 

 
50

Credit derivatives*

 

 
36

 
36

Total liabilities
$

 
$
50

 
$
375

 
$
425

* Such financial instruments are recorded at fair value as further described in Note 11, "Derivative Instruments and Hedging Activities."
The following table includes a rollforward 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, 2018 and 2017:
 
Three Months Ended March 31, 2018
(Dollars in thousands)
Balance at
December 31,
2017
 
Purchases/additions
 
Sales
 
Payments received
 
Premium amortization, net
 
(Decrease) increase in value
 
Balance at March 31, 2018
Corporate bonds
$
27,986

 
$

 
$

 


 
$

 
$
(1,064
)
 
$
26,922

Loans
1,958

 

 

 
(37
)
 

 
(26
)
 
1,895

Credit derivatives
(36
)
 

 

 

 

 
5

 
(31
)
Net total
$
29,908

 
$

 
$

 
$
(37
)
 
$

 
$
(1,085
)
 
$
28,786

 
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




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Table of Contents

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, 2018 and 2017:
 
Three Months Ended March 31, 2018
(Dollars in thousands)
Balance at
December 31,
2017
 
Contingent
Consideration
from New
Acquisition
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at March 31, 2018
Girard Partners
$
339

 
$

 
$
34

 
$
17

 
$
322

Total contingent consideration liability
$
339

 
$

 
$
34

 
$
17

 
$
322

 
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

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, 2018 and December 31, 2017:
 
At March 31, 2018
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets at
Fair Value
Impaired loans held for investment
$

 
$

 
$
39,858

 
$
39,858

Impaired leases held for investment




1,250

 
1,250

Other real estate owned

 

 
1,843

 
1,843

Total
$

 
$

 
$
42,951

 
$
42,951

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

 
$

 
$
28,351

 
$
28,351

Impaired leases held for investment

 

 
1,250

 
1,250

Other real estate owned

 

 
1,843

 
1,843

Total
$

 
$

 
$
31,444

 
$
31,444


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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, 2018 and December 31, 2017. The disclosed fair values are classified using the fair value hierarchy.
 
At March 31, 2018
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
48,631

 
$

 
$

 
$
48,631

 
$
48,631

Held-to-maturity securities

 
82,975

 

 
82,975

 
84,393

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

 
NA

 
NA

 
NA

 
32,801

Loans held for sale

 
705

 

 
705

 
687

Net loans and leases held for investment

 

 
3,611,759

 
3,611,759

 
3,623,475

Servicing rights

 

 
11,257

 
11,257

 
6,605

Total assets
$
48,631

 
$
83,680

 
$
3,623,016

 
$
3,755,327

 
$
3,796,592

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
2,976,790

 
$

 
$

 
$
2,976,790

 
$
2,976,790

Time deposits

 
519,494

 

 
519,494

 
520,503

Total deposits
2,976,790

 
519,494

 

 
3,496,284

 
3,497,293

Short-term borrowings

 
216,426

 

 
216,426

 
216,426

Long-term debt


157,109




157,109


155,692

Subordinated notes

 
97,600

 

 
97,600

 
94,392

Total liabilities
$
2,976,790

 
$
990,629

 
$

 
$
3,967,419

 
$
3,963,803

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(2,437
)
 
$

 
$
(2,437
)
 
$


36

Table of Contents

 
At December 31, 2017
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
75,409

 
$

 
$

 
$
75,409

 
$
75,409

Held-to-maturity securities

 
55,320

 

 
55,320

 
55,564

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

 
NA

 
NA

 
NA

 
27,204

Loans held for sale

 
1,676

 

 
1,676

 
1,642

Net loans and leases held for investment

 

 
3,547,451

 
3,547,451

 
3,566,953

Servicing rights

 

 
10,046

 
10,046

 
6,573

Other real estate owned

 

 

 

 

Total assets
$
75,409

 
$
56,996

 
$
3,557,497

 
$
3,689,902

 
$
3,733,345

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
2,980,170

 
$

 
$

 
$
2,980,170

 
$
2,980,170

Time deposits

 
574,737

 

 
574,737

 
574,749

Total deposits
2,980,170

 
574,737

 

 
3,554,907

 
3,554,919

Short-term borrowings

 
105,431

 

 
105,431

 
105,431

Long-term debt

 
156,834

 

 
156,834

 
155,828

Subordinated notes

 
98,075

 

 
98,075

 
94,331

Total liabilities
$
2,980,170

 
$
935,077

 
$

 
$
3,915,247

 
$
3,910,509

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(2,414
)
 
$

 
$
(2,414
)
 
$

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, 2018 and December 31, 2017.
Loans and leases held for investment: As of March 31, 2018, 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, adjusted as appropriate to consider credit, liquidity and marketability factors to arrive at a fair value that represents the Corporation's exit price at which these instruments would be sold or transferred. As of December 31, 2017, the fair values for loans and leases held for investment were 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 was made for specific credit risks in addition to general portfolio risk and is significant to the valuation. Loans and leases are classified within Level 3 in the fair value hierarchy.

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Table of Contents

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, 2018, impaired loans held for investment had a carrying amount of $40.6 million with a valuation allowance of $732 thousand. At December 31, 2017, impaired loans held for investment had a carrying amount of $28.5 million with a valuation allowance of $131 thousand. The Corporation had impaired leases of $1.3 million with no reserve at March 31, 2018 and December 31, 2017.
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 SBA loans. At March 31, 2018 and December 31, 2017, servicing rights had a carrying amount of $6.6 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, 2018, 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. At March 31, 2018 and December 31, 2017, OREO had a carrying amount of $1.8 million. New appraisals are generally obtained on an annual basis if an agreement of sale does not exist. 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.
Short-term borrowings: The fair value of short-term borrowings are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.
Long-term debt: The fair value of long-term debt is estimated by using discounted cash flow analysis, based on current market rates for debt with similar terms and remaining maturities. Long-term debt is classified within Level 2 in the fair value hierarchy.
Subordinated notes: The fair value of the subordinated notes are estimated by discounting the principal balance using the treasury yield curve for the term to the call date as the Corporation has the option to call the subordinated notes. The subordinated notes are classified within Level 2 in the fair value hierarchy.
Off-balance-sheet instruments: Fair values for the Corporation’s off-balance-sheet instruments are based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing and are classified within Level 2 in the fair value hierarchy.
Note 13. Segment Reporting
At March 31, 2018, 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, consumer and mortgage banking as well as lease financing. The Wealth Management segment consists of investment advisory services, retirement plan services, trust, municipal pension services

38

Table of Contents

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 consumer and commercial customers 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 following table provides total assets by reportable business segment as of the dates indicated.
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
 
At March 31, 2017
Banking
$
4,519,423

 
$
4,466,301

 
$
4,187,607

Wealth Management
36,848

 
34,600

 
31,178

Insurance
28,651

 
27,846

 
24,412

Other
29,037

 
26,115

 
30,734

Consolidated assets
$
4,613,959

 
$
4,554,862

 
$
4,273,931

The following tables provide reportable segment-specific information and reconciliations to consolidated financial information for the three months ended March 31, 2018 and 2017.
 
Three Months Ended
 
March 31, 2018
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
43,522

 
$
5

 
$

 
$
7

 
$
43,534

Interest expense
5,001

 

 

 
1,261

 
6,262

Net interest income
38,521

 
5

 

 
(1,254
)
 
37,272

Provision for loan and lease losses
2,053

 

 

 

 
2,053

Noninterest income
4,789

 
5,740

 
5,086

 
(33
)
 
15,582

Intangible expenses
329

 
142

 
141

 

 
612

Restructuring charges
571

 

 

 

 
571

Other noninterest expense
27,661

 
3,658

 
3,245

 
(622
)
 
33,942

Intersegment (revenue) expense*
(291
)
 
153

 
138

 

 

Income (expense) before income taxes
12,987

 
1,792

 
1,562

 
(665
)
 
15,676

Income tax expense (benefit)
1,998

 
545

 
456

 
(173
)
 
2,826

Net income (loss)
$
10,989

 
$
1,247

 
$
1,106

 
$
(492
)
 
$
12,850

Capital expenditures
$
970

 
$
49

 
$
7

 
$
55

 
$
1,081


39

Table of Contents

 
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
2,852

 

 

 
1,261

 
4,113

Net interest income
35,540

 
1

 

 
(1,258
)
 
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
25,055

 
3,421

 
3,069

 
(274
)
 
31,271

Intersegment (revenue) expense*
(264
)
 
146

 
118

 

 

Income (expense) before income taxes
13,070

 
1,402

 
1,167

 
(861
)
 
14,778

Income tax expense (benefit)
3,527

 
526

 
492

 
(623
)
 
3,922

Net income (loss)
$
9,543

 
$
876

 
$
675

 
$
(238
)
 
$
10,856

Capital expenditures
$
4,320

 
$
11

 
$
7

 
$
50

 
$
4,388

*Includes an allocation of general and administrative expenses from both the parent holding company and the Bank. These expenses are generally allocated based upon number of employees and square footage utilized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 14. Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)” and subsequent related updates. The Corporation adopted the guidance effective January 1, 2018 using the modified retrospective method though no adjustments were made to retained earnings as a result of the adoption. The Corporation’s revenue is the sum of net interest income and noninterest income. Revenues are recognized when obligations under the terms of contracts with customers are satisfied, including the transfer of control of the promised goods or services to customers, in an amount that reflects the consideration the Corporation expects to be entitled to in exchange for those goods or services. The Corporation provides services to customers which have related performance obligations that are completed to recognize revenue. The Corporation's revenues are generally recognized either immediately upon the completion of the services or over time as the services are performed. Any services performed over time generally require services to be rendered each period and therefore progress in completing these services is measured based upon the passage of time.

The following tables disaggregate the Corporation's revenue by major source for the three months ended March 31, 2018 and 2017.
 
Three Months Ended
 
March 31, 2018
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Net interest income (1)
$
38,521

 
$
5

 
$

 
$
(1,254
)
 
$
37,272

 
 
 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 
 
 
 
 
Trust fee income

 
1,996

 

 

 
1,996

Service charges on deposit accounts
1,327

 

 

 

 
1,327

Investment advisory commission and fee income

 
3,683

 

 

 
3,683

Insurance commission and fee income

 

 
4,888

 

 
4,888

Other service fee income (2)
1,909

 
60

 
200

 

 
2,169

Bank owned life insurance income (1)
698

 

 

 
(29
)
 
669

Net gain on sales of investment securities (1)
10

 

 

 

 
10

Net gain on mortgage banking activities (1)
716

 

 

 

 
716

Other income (2)
129

 
1

 
(2
)
 
(4
)
 
124

Total noninterest income
$
4,789

 
$
5,740

 
$
5,086

 
$
(33
)
 
$
15,582


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Table of Contents

 
Three Months Ended
 
March 31, 2017
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Net interest income (1)
$
35,540

 
$
1

 
$

 
$
(1,258
)
 
$
34,283

 
 
 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 
 
 
 
 
Trust fee income

 
1,907

 

 

 
1,907

Service charges on deposit accounts
1,243

 

 

 

 
1,243

Investment advisory commission and fee income

 
3,181

 

 

 
3,181

Insurance commission and fee income

 

 
4,410

 

 
4,410

Other service fee income (2)
1,801

 
50

 
136

 

 
1,987

Bank owned life insurance income (1)
662

 

 

 
121

 
783

Net gain on sales of investment securities (1)
13

 

 

 
2

 
15

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

 

 

 

 
1,113

Other income (2)
330

 

 
1

 

 
331

Total noninterest income
$
5,162

 
$
5,138

 
$
4,547

 
$
123

 
$
14,970


(1)
Net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities, and derivatives are excluded from the scope of the standard. Noninterest income streams that are out-of-scope of the standard include bank owned life insurance income, sales of investment securities and mortgage banking activities.
(2)
Other service fee income and other income include certain items that are in scope and certain items that are out of scope of the standard and are described further in the following paragraphs.

Banking Segment

The Banking segment provides financial services to consumer and commercial customers 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.

Service charges on deposit accounts are generally earned on depository accounts for commercial and consumer customers and primarily includes fees for account services, overdraft services, and cash management services for commercial customers. Account services include fees for event-driven services such as ATM transactions and fees for periodic account maintenance activities. Cash management services for commercial customers include fees for event-driven services such as lockbox processing and line sweep services and fees for periodic account maintenance activities. The Corporation's obligation for event-driven services is satisfied at the time of the event when the service is delivered, while the obligation for periodic services is satisfied over the course of each month. Obligations for overdraft services is satisfied at the time of the overdraft.

Other service fee income is earned from commercial and consumer customers and primarily includes credit and debit card interchange and merchant revenues, mortgage servicing income, which is out of scope of the standard, and other deposit related service fee income such as wire transfers, check services and safe deposit boxes. Interchange and merchant revenues are recognized concurrently with the delivery of services on a monthly basis. Other deposit related service fee income include fees for event-driven services, such as wire transfers and check services, and fees for periodic services such as safe deposit box services. The obligation for event-driven services is satisfied at the time of the event when the service is delivered, while the obligation for periodic services is satisfied over the course of each month.

Other income primarily includes net gains or losses from the sales of loans and leases, net gains or losses from the sales or disposition of fixed assets and net gains or losses on interest rate swaps, all of which are out of scope of the standard, and net gains or losses on sales and write-downs of other real estate owned. Net gains or losses on sales of other real estate owned are recognized at the point in time in which control of the other real estate owned is transferred.

Wealth Management Segment

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.


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Table of Contents

Trust fee income is earned for providing trust, investment management and other related services. Obligations for trust and other related services are generally satisfied over time but may be satisfied at points in time for certain activities that are transactional in nature and obligations for investment management services are generally performed over time. Fees for trust fee income are typically based on a tiered scale relative to the market value of assets under management and are recognized in conjunction with the delivery of services.
Investment advisory commission and fee income include fees for financial planning, guardian and custodian of employee benefits, investment advisory, and brokerage services. Obligations for financial planning, guardian and custodian of employee benefits, and investment advisory services are generally satisfied over time and fees, typically based on a tiered scale relative to the market value of assets under management are recognized in conjunction with the delivery of services. Brokerage services are typically event driven and are based on the size and number of transactions executed at the client’s direction and recognized on the trade date.

Insurance Segment

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.

Insurance commission and fee income is derived primarily from commissions from the sale of insurance policies, which are generally calculated as a percentage of the policy premium, and contingent income, which is calculated based on the performance of the policies held by each carrier. Obligations for the sale of insurance policies are generally satisfied at the point in time which the policy is executed and are recognized at the point in time in which the amounts are known and collection is reasonably assured. Obligations for contingent income are generally satisfied over time and are recognized at the point in time in which the amounts are known and collection is reasonably assured.
Other service fee income is earned from human resources consulting services. These obligations are generally satisfied over time and are recognized on a periodic basis.
Note 15. Restructuring Charges
During January 2018, the Corporation announced the closure of two owned financial centers and one leased financial center and reduced staff associated with these financial centers, resulting in accruing a loss of $571 thousand related to the Banking business segment. These financial centers were closed in April 2018. The remaining accrued restructuring expense at January 1, 2018 of $23 thousand relates to 2016 restructuring charges.
A roll-forward of the remaining accrued restructuring expense for the three months ended March 31, 2018 is as follows:
(Dollars in thousands)
Severance expenses
 
Write-downs and retirements of fixed assets
 
Lease cancellations
 
Total
Accrued at January 1, 2018
$

 
$

 
$
23

 
$
23

Restructuring charges
366

 
48

 
157

 
571

Payments
(70
)
 

 
(8
)
 
(78
)
Accrued at March 31, 2018
$
296

 
$
48

 
$
172

 
$
516


Note 16. 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.


 

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Table of Contents

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
(All dollar amounts presented in 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 but not limited to those set forth below:
 
Operating, legal and regulatory risks;
Economic, political and competitive forces impacting various lines of business;
Legislative, regulatory and accounting changes;
Demand for our financial products and services in our market area;
Volatility in interest rates;
The quality and composition of our loan and investment portfolios;
Timing of revenues and expenditures;
Returns on investment decisions;
Other risks and uncertainties, including those occurring in the U.S. and world financial systems; and
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.
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 Univest Corporation of Pennsylvania (the Corporation) Annual Report on Form 10-K for the year ended December 31, 2017 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, reserve for loan and lease losses and purchase accounting as areas with critical accounting policies. For more information on these critical accounting policies, please refer to the Corporation’s 2017 Annual Report on Form 10-K.

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Table of Contents

General
The Corporation is a bank holding company and owns 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 Ltd. (Girard Partners), 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 revenue 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 faces intense competition from domestic and international banking organizations and other insurance and wealth management providers. 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)
2018
 
2017
 
Amount
 
Percent
Net income
$
12,850

 
$
10,856

 
$
1,994

 
18.4
%
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.44

 
$
0.41

 
$
0.03

 
7.3

Diluted
0.44

 
0.41

 
0.03

 
7.3

Return on average assets
1.14
%
 
1.04
%
 
10 BP

 
9.6

Return on average equity
8.60

 
8.65

 
(5) BP

 
(0.6
)

The Corporation reported net income of $12.9 million, or $0.44 diluted earnings per share, for the quarter ended March 31, 2018, compared to net income of $10.9 million, or $0.41 diluted earnings per share, for the quarter ended March 31, 2017. The financial results for the quarter ended March 31, 2018 included restructuring costs related to financial center closures of $451 thousand, net of tax, or $0.01 of diluted earnings per share. There were no restructuring costs during the quarter ended March 31, 2017. The financial results for the quarter ended March 31, 2018 included the impact of the Corporation's public offering of 2,645,000 shares of common stock at a price of $28.25 per share which resulted in an increase in shareholder's equity of $70.5 million in the fourth quarter of 2017; as well as the benefit of a reduction in the Corporation's statutory federal income tax rate from 35% to 21% effective January 1, 2018 in accordance with the Tax Cuts and Jobs Act of 2017 (“TCJA”).



.


44

Table of Contents

Results of Operations
Net Interest Income
Net interest income is the difference between interest earned on loans and leases, investments and other interest-earning assets and interest paid on deposits and other interest-bearing liabilities. Net interest income is the principal source of the Corporation’s revenue. Table 1 presents a summary of the Corporation’s average balances, tax-equivalent interest income and interest expense and 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, 2018 and 2017. 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.
The statutory federal tax rate utilized in the respective tables and analyses was 21% for the three months ended March 31, 2018 and was 35% for the three months ended March 31, 2017.
Three months ended March 31, 2018 versus 2017
Reported net interest income for the three months ended March 31, 2018 was $37.3 million, an increase of $3.0 million, or 8.7%, compared to the same period in 2017. Net interest income on a tax-equivalent basis for the three months ended March 31, 2018 was $37.9 million, an increase of $2.3 million, or 6.3%, compared to the same period in 2017. The increase in reported and tax-equivalent net interest income was primarily due to the growth in average loans of 9.9%, and a interest free funding through a combination of growth in average noninterest-bearing deposits of 9.9% and average equity of 19.0%, during the last year.
The net interest margin on a tax-equivalent basis for the first quarter of 2018 was 3.72%, compared to 3.80% for the first quarter of 2017. The favorable impact of purchase accounting accretion was 2 basis points ($146 thousand) for the three months ended March 31, 2018 compared to eight basis points ($764 thousand) for the three months ended March 31, 2017.

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Table of Contents

Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis
 
Three Months Ended March 31,
 
2018
 
2017
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
19,184

 
$
76

 
1.61
%
 
$
8,592

 
$
16

 
0.76
%
U.S. government obligations
23,921

 
94

 
1.59

 
34,038

 
106

 
1.26

Obligations of states and political subdivisions
74,554

 
593

 
3.23

 
85,854

 
922

 
4.36

Other debt and equity securities
359,451

 
2,095

 
2.36

 
350,408

 
1,582

 
1.83

Federal funds sold and other earning assets
29,057

 
504

 
7.03

 
25,909

 
358

 
5.60

Total interest-earning deposits, investments, federal funds sold and other earning assets
506,167

 
3,362

 
2.69

 
504,801

 
2,984

 
2.40

Commercial, financial and agricultural loans
782,200

 
8,900

 
4.61

 
721,050

 
7,841

 
4.41

Real estate—commercial and construction loans
1,600,394

 
17,618

 
4.46

 
1,460,029

 
15,740

 
4.37

Real estate—residential loans
837,495

 
9,675

 
4.69

 
738,211

 
8,236

 
4.52

Loans to individuals
27,960

 
413

 
5.99

 
29,575

 
400

 
5.49

Municipal loans and leases
311,752

 
2,892

 
3.76

 
279,379

 
3,120

 
4.53

Lease financings
74,709

 
1,344

 
7.30

 
78,633

 
1,483

 
7.65

Gross loans and leases
3,634,510

 
40,842

 
4.56

 
3,306,877

 
36,820

 
4.52

Total interest-earning assets
4,140,677

 
44,204

 
4.33

 
3,811,678

 
39,804

 
4.24

Cash and due from banks
42,506

 
 
 
 
 
41,942

 
 
 
 
Reserve for loan and lease losses
(22,022
)
 
 
 
 
 
(18,200
)
 
 
 
 
Premises and equipment, net
61,738

 
 
 
 
 
64,507

 
 
 
 
Other assets
333,078

 
 
 
 
 
330,501

 
 
 
 
Total assets
$
4,555,977

 
 
 
 
 
$
4,230,428

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
425,027

 
292

 
0.28

 
$
426,373

 
105

 
0.10

Money market savings
658,367

 
1,343

 
0.83

 
531,658

 
563

 
0.43

Regular savings
834,375

 
557

 
0.27

 
807,802

 
349

 
0.18

Time deposits
541,478

 
1,499

 
1.12

 
591,813

 
1,174

 
0.80

Total time and interest-bearing deposits
2,459,247

 
3,691

 
0.61

 
2,357,646

 
2,191

 
0.38

Short-term borrowings
175,824

 
645

 
1.49

 
150,155

 
262

 
0.71

Long-term debt
155,765

 
665

 
1.73

 
148,031

 
399

 
1.09

Subordinated notes
94,359

 
1,261

 
5.42

 
94,116

 
1,261

 
5.43

Total borrowings
425,948

 
2,571

 
2.45

 
392,302

 
1,922

 
1.99

Total interest-bearing liabilities
2,885,195

 
6,262

 
0.88

 
2,749,948

 
4,113

 
0.61

Noninterest-bearing deposits
1,024,797

 
 
 
 
 
932,639

 
 
 
 
Accrued expenses and other liabilities
40,012

 
 
 
 
 
38,786

 
 
 
 
Total liabilities
3,950,004

 
 
 
 
 
3,721,373

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
157,784

 
 
 
 
 
144,559

 
 
 
 
Additional paid-in capital
290,209

 
 
 
 
 
230,104

 
 
 
 
Retained earnings and other equity
157,980

 
 
 
 
 
134,392

 
 
 
 
Total shareholders’ equity
605,973

 
 
 
 
 
509,055

 
 
 
 
Total liabilities and shareholders’ equity
$
4,555,977

 
 
 
 
 
$
4,230,428

 
 
 
 
Net interest income
 
 
$
37,942

 
 
 
 
 
$
35,691

 
 
Net interest spread
 
 
 
 
3.45

 
 
 
 
 
3.63

Effect of net interest-free funding sources
 
 
 
 
0.27

 
 
 
 
 
0.17

Net interest margin
 
 
 
 
3.72
%
 
 
 
 
 
3.80
%
Ratio of average interest-earning assets to average interest-bearing liabilities
143.51
%
 
 
 
 
 
138.61
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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, 2018 and 2017 have been calculated using the
Corporation’s federal applicable rate of 21% and 35%, respectively.

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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, 2018 Versus 2017
(Dollars in thousands)
Volume
Change
 
Rate
Change
 
Total
Interest income:
 
 
 
 
 
Interest-earning deposits with other banks
$
32

 
$
28

 
$
60

U.S. government obligations
(36
)
 
24

 
(12
)
Obligations of states and political subdivisions
(111
)
 
(218
)
 
(329
)
Other debt and equity securities
42

 
471

 
513

Federal funds sold and other earning assets
47

 
99

 
146

Interest on deposits, investments, federal funds sold and other earning assets
(26
)
 
404

 
378

Commercial, financial and agricultural loans
690

 
369

 
1,059

Real estate—commercial and construction loans
1,547

 
331

 
1,878

Real estate—residential loans
1,125

 
314

 
1,439

Loans to individuals
(22
)
 
35

 
13

Municipal loans and leases
338

 
(566
)
 
(228
)
Lease financings
(72
)
 
(67
)
 
(139
)
Interest and fees on loans and leases
3,606

 
416

 
4,022

Total interest income
3,580

 
820

 
4,400

Interest expense:
 
 
 
 
 
Interest-bearing checking deposits

 
187

 
187

Money market savings
159

 
621

 
780

Regular savings
13

 
195

 
208

Time deposits
(107
)
 
432

 
325

Interest on time and interest-bearing deposits
65

 
1,435

 
1,500

Short-term borrowings
52

 
331

 
383

Long-term debt
22

 
244

 
266

Subordinated notes

 

 

Interest on borrowings
74

 
575

 
649

Total interest expense
139

 
2,010

 
2,149

Net interest income
$
3,441

 
$
(1,190
)
 
$
2,251



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Table of Contents

Interest Income
Three months ended March 31, 2018 versus 2017
Interest income on a tax-equivalent basis for the three months ended March 31, 2018 was $44.2 million, an increase of $4.4 million, or 11.1% from the same period in 2017. The increase in interest income (tax-equivalent) for the three months ended March 31, 2018 was primarily due to organic loan growth in commercial real estate, commercial business and residential real estate loans. In addition, loan yields increased as the Federal Reserve increased interest rates a total of 100 basis points in 2017 and the first quarter of 2018. Purchase accounting accretion had no impact on the yield on interest-earning assets for the three months ended March 31, 2018 compared to a favorable impact of two basis points ($149 thousand) for the same period in the prior year.
Interest Expense
Three months ended March 31, 2018 versus 2017
Interest expense for the three months ended March 31, 2018 was $6.3 million, an increase of $2.1 million, or 52.2% from the same period in 2017. The increase in interest expense for the three months ended March 31, 2018 was primarily due to higher deposit and borrowing costs which were impacted by the Federal Reserve interest rate increases in 2017 and the first quarter of 2018. The favorable impact of purchase accounting accretion on interest-bearing liabilities was three basis points ($186 thousand) for the three months ended March 31, 2018 compared to a favorable impact of nine basis points ($615 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, 2018 was $2.1 million compared to $2.4 million for the same period in 2017. The level of provision for loan and lease losses is based on growth in the originated loan portfolio, changes in specific reserves for impaired loans and net loan charge-offs. During the three months ended March 31, 2018, a specific reserve in the amount of $656 thousand was provided for one $12.3 million nonaccrual commercial real estate loan. Net loan and lease charge-offs were $198 thousand for the three months ended March 31, 2018 compared to $416 thousand for the same period in the prior year.
Noninterest Income
The following table presents noninterest income for the three months ended March 31, 2018 and 2017:
 
Three Months Ended 
 March 31,
 
Change
(Dollars in thousands)
2018
 
2017
 
Amount
 
Percent
Trust fee income
$
1,996

 
$
1,907

 
$
89

 
4.7
 %
Service charges on deposit accounts
1,327

 
1,243

 
84

 
6.8

Investment advisory commission and fee income
3,683

 
3,181

 
502

 
15.8

Insurance commission and fee income
4,888

 
4,410

 
478

 
10.8

Other service fee income
2,169

 
1,987

 
182

 
9.2

Bank owned life insurance income
669

 
783

 
(114
)
 
(14.6
)
Net gain on sales of investment securities
10

 
15

 
(5
)
 
(33.3
)
Net gain on mortgage banking activities
716

 
1,113

 
(397
)
 
(35.7
)
Other income
124

 
331

 
(207
)
 
(62.5
)
Total noninterest income
$
15,582

 
$
14,970

 
$
612

 
4.1
 %


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Three months ended March 31, 2018 versus 2017

Noninterest income for the three months ended March 31, 2018 was $15.6 million, an increase of $612 thousand, or 4.1%, from the three months ended March 31, 2017. Investment advisory commission and fee income increased $502 thousand, or 15.8%, for the three months ended March 31, 2018 primarily due to new customer relationships and favorable market performance during 2017. Insurance commission and fee income increased $478 thousand, or 10.8%, for the three months ended March 31, 2018, primarily due to an increase in contingent commission income of $422 thousand, which was $1.4 million for the three months ended March 31, 2018 compared to $963 thousand for the three months ended March 31, 2017.

These increases were partially offset by a decrease in the net gain on mortgage banking of $397 thousand, or 35.7%, for the three months ended March 31, 2018, primarily due to a decrease in mortgage volume due to a shortage of housing supply and the extended winter weather in March 2018. In addition, BOLI income decreased $114 thousand, or 14.6% for the three months ended March 31, 2018, primarily due to a decrease in value of the Corporation's non-qualified annuity portfolio, which is subject to equity market volatility. Other income decreased $207 thousand for the three months ended March 31, 2018, mainly due to a decrease in swap fee income of $70 thousand and a net gain on sale of other real estate owned of $114 thousand during the three months ended March 31, 2017.
Noninterest Expense
The following table presents noninterest expense for the three months ended March 31, 2018 and 2017:
 
Three Months Ended 
 March 31,
 
Change
(Dollars in thousands)
2018
 
2017
 
Amount
 
Percent
Salaries, benefits and commissions
$
20,647

 
$
18,737

 
$
1,910

 
10.2
 %
Net occupancy
2,757

 
2,665

 
92

 
3.5

Equipment
1,023

 
993

 
30

 
3.0

Data processing
2,232

 
2,058

 
174

 
8.5

Professional fees
1,355

 
1,239

 
116

 
9.4

Marketing and advertising
381

 
379

 
2

 
0.5

Deposit insurance premiums
391

 
402

 
(11
)
 
(2.7
)
Intangible expenses
612

 
759

 
(147
)
 
(19.4
)
Restructuring charges
571

 

 
571

 
N/M

Other expense
5,156

 
4,798

 
358

 
7.5

Total noninterest expense
$
35,125

 
$
32,030

 
$
3,095

 
9.7
 %

Three months ended March 31, 2018 versus 2017

Noninterest expense for the three months ended March 31, 2018 was $35.1 million, an increase of $3.1 million, or 9.7%, from the same period in the prior year. Restructuring costs related to financial center closures and staffing rationalization were $571 thousand for the three months ended March 31, 2018. There were no restructuring costs during the three months ended March 31, 2017.

Salaries, benefits and commissions increased $1.9 million for the three months ended March 31, 2018, primarily attributable to additional staff hired to support revenue generation across all business lines, expansion of the Bank's financial center footprint in Lancaster County and the Lehigh Valley and annual merit increases. Data processing expense increased $174 thousand for the three months ended March 31, 2018 primarily due to increased investments in customer relationship management software, internal infrastructure improvements and outsourced data processing solutions. Other expense increased $358 thousand for the three months ended March 31, 2018 primarily due to increases in deferred director stock expense and loan processing expense.
Tax Provision
The provision for income taxes for the three months ended March 31, 2018 and 2017 was $2.8 million and $3.9 million, at effective rates of 18.0% and 26.5%, respectively. As previously discussed, the Corporation's statutory federal tax rate was reduced to 21% effective January 1, 2018 in accordance with the TCJA. The Corporation's effective income tax rate for the three months ended March 31, 2018 was impacted by discrete tax benefits related to vesting of restricted stock and exercise of stock options

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totaling $118 thousand. Excluding these discrete items, the effective tax rate was 18.8% for the three months ended March 31, 2018, which reflects the impact of the Corporation's level of tax-exempt income for the period relative to the overall level of taxable income.

Financial Condition
Assets
The following table presents assets at the dates indicated:
 
At March 31, 
 2018
 
At December 31, 
 2017
 
Change
(Dollars in thousands)
Amount
 
Percent
Cash and interest-earning deposits
$
48,631

 
$
75,409

 
$
(26,778
)
 
(35.5
)
Investment securities
462,252

 
454,082

 
8,170

 
1.8

Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
32,801

 
27,204

 
5,597

 
20.6

Loans held for sale
687

 
1,642

 
(955
)
 
(58.2
)
Loans and leases held for investment
3,689,888

 
3,620,067

 
69,821

 
1.9

Reserve for loan and lease losses
(23,410
)
 
(21,555
)
 
(1,855
)
 
(8.6
)
Premises and equipment, net
61,397

 
61,797

 
(400
)
 
(0.6
)
Goodwill and other intangibles, net
185,905

 
186,468

 
(563
)
 
(0.3
)
Bank owned life insurance
109,692

 
108,246

 
1,446

 
1.3

Accrued interest receivable and other assets
46,116

 
41,502

 
4,614

 
11.1

Total assets
$
4,613,959

 
$
4,554,862

 
$
59,097

 
1.3
 %
Investment Securities
Total investments securities at March 31, 2018 increased $8.2 million from December 31, 2017. Purchases of $38.3 million were partially off-set by maturities and pay-downs of $18.2 million, calls of $4.0 million, sales of $1.0 million and decreases in the fair value of available-for-sale investment securities of $6.3 million which was due to increased interest rates during the quarter.
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 $18.1 million and $12.5 million at March 31, 2018 and December 31, 2017, respectively. FHLB stock increased $5.6 million mainly due to purchase requirements related to the increase in FHLB borrowings during the quarter.
The Bank held $14.6 million in Federal Reserve Bank stock as required by the Federal Reserve Bank at March 31, 2018 and December 31, 2017.
Loans and Leases
Gross loans and leases held for investment grew $69.8 million, or 1.9%, from December 31, 2017. 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 original 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.


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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 costs 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, 2018, the recorded investment in loans and leases held for investment that were considered to be impaired was $41.8 million. The related reserve for loan and lease losses was $732 thousand. At December 31, 2017, the recorded investment in loans and leases that were considered to be impaired was $29.7 million. The related reserve for loan and lease losses was $131 thousand. During the first quarter of 2018, one commercial real-estate loan totaling $12.3 million was placed on non-accrual status. 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 original 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.
Other real estate owned was $1.8 million at March 31, 2018 and December 31, 2017.
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 originated 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. 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.
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 $411 thousand and $390 thousand at March 31, 2018 and December 31, 2017, respectively.


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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 nonperforming assets at the dates indicated. Nonperforming loans and assets exclude acquired credit impaired loans from Fox Chase and Valley Green.
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
 
 
 
Commercial, financial and agricultural
$
4,192

 
$
4,448

Real estate—commercial
19,014

 
4,285

Real estate—construction

 
365

Real estate—residential
2,808

 
3,820

Lease financings
1,680

 
1,599

Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*
27,694

 
14,517

Accruing troubled debt restructured loans and lease modifications not included in the above
1,032

 
11,435

Accruing loans and leases 90 days or more past due:
 
 
 
Real estate—residential
1,524

 
310

Loans to individuals
644

 
195

Lease financings
127

 
256

Total accruing loans and leases, 90 days or more past due
2,295

 
761

Total nonperforming loans and leases
31,021

 
26,713

Other real estate owned
1,843

 
1,843

Total nonperforming assets
$
32,864

 
$
28,556

Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment
0.75
%
 
0.40
%
Nonperforming loans and leases / loans and leases held for investment
0.84

 
0.74

Nonperforming assets / total assets
0.71

 
0.63

 
 
 
 
Allowance for loan and lease losses
$
23,410

 
$
21,555

Allowance for loan and lease losses / loans and leases held for investment
0.63
%
 
0.60
%
Allowance for loan and lease losses / loans and leases held for investment (excluding acquired loans at period-end)
0.73

 
0.70

Allowance for loan and lease losses / nonaccrual loans and leases held for investment
84.53

 
148.48

Allowance for loan and lease losses / nonperforming loans and leases held for investment
75.47

 
80.69

Acquired credit impaired loans
$
1,525

 
$
1,583

 
 
 
 
 
 
 
 
Nonperforming loans and leases and acquired credit impaired loans / loans and leases held for investment
0.88
%
 
0.78
%
Nonperforming assets and acquired credit impaired loans / total assets
0.75

 
0.66

* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table
$
1,679

 
$
2,513


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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, 2018
 
At December 31, 2017
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications
$
27,694

 
$
14,517

Nonaccrual loans and leases with partial charge-offs
4,247

 
5,397

Life-to-date partial charge-offs on nonaccrual loans and leases
3,255

 
4,107

Charge-off rate of nonaccrual loans and leases with partial charge-offs
43.4
%
 
43.2
%
Specific reserves on impaired loans
$
732

 
$
131

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 $899 thousand and $1.1 million for the three months ended March 31, 2018 and 2017, respectively. See Note 5 to the Consolidated Financial Statements, "Goodwill and Other Intangible Assets," for a summary of intangible assets at March 31, 2018 and December 31, 2017. The Corporation also has goodwill with a net carrying value of $172.6 million at March 31, 2018 and December 31, 2017, 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, 2018 and 2017. Since the last annual impairment analysis during 2017, 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, 2018
 
At December 31, 2017
 
Change
Amount
 
Percent
Deposits
$
3,497,293

 
$
3,554,919

 
$
(57,626
)
 
(1.6
)%
Short-term borrowings
216,426

 
105,431

 
110,995

 
N/M

Long-term debt
155,692


155,828

 
(136
)
 
(0.1
)
Subordinated notes
94,392

 
94,331

 
61

 
0.1

Accrued interest payable and other liabilities
43,437

 
40,979

 
2,458

 
6.0

Total liabilities
$
4,007,240

 
$
3,951,488

 
$
55,752

 
1.4
 %

Deposits
Total deposits declined $57.6 million, or 1.6%, from December 31, 2017, primarily due to a decrease in commercial noninterest- bearing deposits and a seasonal decline in public funds deposits.
Borrowings
Total borrowings increased $110.9 million from December 31, 2017, primarily due to an increase in short-term borrowings of $111.0 million. The Corporation increased its short-term borrowings to fund loan growth and replace the decrease in deposits during the first quarter of 2018.

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Shareholders’ Equity
The following table presents total shareholders’ equity at the dates indicated:
(Dollars in thousands)
At March 31, 2018
 
At December 31, 2017
 
Change
Amount
 
Percent
Common stock
$
157,784

 
$
157,784

 
$

 
N/M

Additional paid-in capital
290,095

 
290,133

 
(38
)
 
N/M

Retained earnings
228,097

 
216,761

 
11,336

 
5.2

Accumulated other comprehensive loss
(26,791
)
 
(17,771
)
 
(9,020
)
 
(50.8
)
Treasury stock
(42,466
)
 
(43,533
)
 
1,067

 
2.5

Total shareholders’ equity
$
606,719

 
$
603,374

 
$
3,345

 
0.6
 %

The increase in shareholder's equity at March 31, 2018 of $3.3 million from December 31, 2017 was primarily related to an increase in retained earnings of $11.3 million. Retained earnings at March 31, 2018 were impacted by the three months of net income of $12.9 million and the reclassification of $3.9 million and $433 thousand from accumulated other comprehensive income related to the January 1, 2018 adoption of ASU 2016-01 and ASU 2018-02, respectively, partially offset by cash dividends declared of $5.9 million. Accumulated other comprehensive loss increased by $9.0 million mainly attributable to decreases in the fair value of available-for-sale investment securities of $5.0 million, net of tax, and the reclassification to retained earnings from the previously discussed adoption of ASU 2016-01 and ASU 2018-02 ($3.0 million related to the defined benefit pension plans and $1.4 million related to investment securities). Treasury stock decreased by $1.1 million 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 capital, Tier 1 capital and Tier 1 common 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 began to be phased in over a four-year period beginning January 1, 2016 with final phase in occurring 2019.
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 four-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 2018, the Corporation and the Bank must hold a capital conservation buffer greater than 1.875% above its minimum risk-based capital requirements in order to avoid limitations on capital distributions. It is the Corporation's and Bank's intent to maintain capital levels in excess of the capital conservation buffer which would require Tier 1 Capital to Risk Weighted Assets to exceed 8.50% and Total Capital to Risk Weighted Assets to exceed 10.50% beginning in the first quarter of 2019.


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Table 4—Regulatory Capital
The Corporation's and Bank's actual and required capital ratios as of March 31, 2018 and December 31, 2017 under 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, 2018
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
577,229

 
14.04
%
 
$
328,961

 
8.00
%
 
$
411,201

 
10.00
%
Bank
473,523

 
11.60

 
326,646

 
8.00

 
408,307

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
458,722

 
11.16

 
246,721

 
6.00

 
328,961

 
8.00

Bank
449,408

 
11.01

 
244,984

 
6.00

 
326,646

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
458,722

 
11.16

 
185,041

 
4.50

 
267,281

 
6.50

Bank
449,408

 
11.01

 
183,738

 
4.50

 
265,400

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
458,722

 
10.47

 
175,247

 
4.00

 
219,059

 
5.00

Bank
449,408

 
10.32

 
174,134

 
4.00

 
217,668

 
5.00

At December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
563,797

 
14.00
%
 
$
322,148

 
8.00
%
 
$
402,685

 
10.00
%
Bank
464,851

 
11.62

 
320,003

 
8.00

 
400,004

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
447,228

 
11.11

 
241,611

 
6.00

 
322,148

 
8.00

Bank
442,613

 
11.07

 
240,002

 
6.00

 
320,003

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
447,228

 
11.11

 
181,208

 
4.50

 
261,745

 
6.50

Bank
442,613

 
11.07

 
180,002

 
4.50

 
260,002

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
447,228

 
10.48

 
170,753

 
4.00

 
213,441

 
5.00

Bank
442,613

 
10.45

 
169,453

 
4.00

 
211,816

 
5.00

At March 31, 2018 and December 31, 2017, 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 2018, 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 1.875% 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, 2018, 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 phase in of the capital conservation buffer as well as the impact of new accounting rules, such as Lease Accounting (ASU No. 2016-02) and CECL (ASU No. 2016-13) on its regulatory capital ratios. See Note 1 to the financial statements included in Part I, Item I of this Form 10-Q for additional information.


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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 sensitivity 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 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 daily 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 source for the Corporation. These deposits are primarily generated from a base of consumer, business, municipalities and non-profit 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 $1.5 billion. At March 31, 2018 and December 31, 2017, the carrying amount of overnight borrowings with the FHLB was $148.3 million and $30.2 million, respectively. At March 31, 2018 and December 31, 2017, the carrying amount of long-term borrowings with the FHLB was $125.0 million. At March 31, 2018 and December 31, 2017, the Bank had outstanding short-term letters of credit with the FHLB totaling $198.0 million and $234.2 million, respectively, which were utilized to collateralize public funds deposits. The maximum borrowing capacity with the FHLB changes as a function of qualifying collateral assets as well as the FHLB’s internal credit rating of the Bank.
The Corporation, through the Bank, maintains uncommitted federal fund lines with several correspondent banks totaling $367.0 million at March 31, 2018 and December 31, 2017. At March 31, 2018 and December 31, 2017, the Corporation had $50.0 million and $55.0 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, holds collateral at the Federal Reserve Bank of Philadelphia in order to access their Discount Window Lending program. The collateral consisting of investment securities was valued at $68.5 million and $52.0 million at March 31, 2018 and December 31, 2017, respectively. At March 31, 2018 and December 31, 2017, the Corporation had no outstanding borrowings under this program.
The Corporation has a $10.0 million line of credit with a correspondent bank. At March 31, 2018, the Corporation had no outstanding borrowings under this line.

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Cash Requirements
The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligation, in both the under and over one year time period, is for the Bank to repay certificates of deposit and short-term and long-term borrowings. The Bank anticipates meeting these obligations by continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.
Commitments to extend credit are the Bank’s most significant commitment in both the under and over one year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.
Recent Accounting 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 year ended December 31, 2017.

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, 2018.
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, 2018 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings

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.

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, 2017.

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, 2018

 
$

 

 
1,014,246

February 1 – 28, 2018

 

 

 
1,014,246

March 1 – 31, 2018

 

 

 
1,014,246

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 does not include normal treasury activity such as purchases to fund the dividend reinvestment, employee stock purchase and equity compensation plans. The program has no scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time.

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosures
Not Applicable.

Item 5.
Other Information
None.

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Item 6.
Exhibits
 
a.
Exhibits
 
 
 
 
 
 
 
Exhibit 3.1
 
 
 
 
 
 
Exhibit 3.2
 
 
 
 
 
 
Exhibit 31.1
 
 
 
 
 
 
Exhibit 31.2
 
 
 
 
 
 
Exhibit 32.1
 
 
 
 
 
Exhibit 32.2
 
 
 
 
 
Exhibit 101.INS
 
XBRL Instance Document
 
 
 
 
Exhibit 101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
Exhibit 101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
Exhibit 101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
Exhibit 101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
Exhibit 101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Univest Corporation of Pennsylvania
 
(Registrant)
 
 
Date: May 4, 2018
/s/ Jeffrey M. Schweitzer
 
Jeffrey M. Schweitzer
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date: May 4, 2018
/s/ Roger S. Deacon
 
Roger S. Deacon
Senior Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


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