bmtc20170630_10q.htm Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 


 

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For Quarter ended June 30, 2017

 

Commission File Number 1-35746

 


 

Bryn Mawr Bank Corporation

(Exact name of registrant as specified in its charter)

 


 

Pennsylvania

23-2434506

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

identification No.)

   

801 Lancaster Avenue, Bryn Mawr, Pennsylvania

19010

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (610) 525-1700

 

Not Applicable

Former name, former address and fiscal year, if changed since last report.

 


 

Indicate by checkmark whether the registrant (1) has filed all reports 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  ☒    No   ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    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

    ☐

 

Accelerated filer

    ☒

     
Non-accelerated filer     ☐   Smaller reporting company     ☐
(Do not check if a 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ☐    No   ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Classes

 

Outstanding at August 2, 2017 

Common Stock, par value $1

 

17,001,099

 



 

 
 

Table of Contents
 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

 

FORM 10-Q

 

QUARTER ENDED June 30, 2017

 

Index 

PART I -

FINANCIAL INFORMATION

 

     

ITEM 1.

Financial Statements (unaudited)

 

     

 

Consolidated Financial Statements

Page 3

     

 

Notes to Consolidated Financial Statements

Page 8

     

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page 43

     

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Page 61

     

ITEM 4.

Controls and Procedures

Page 61

     

PART II -

OTHER INFORMATION

Page 62

     

ITEM 1.

Legal Proceedings

Page 62

     

ITEM 1A.

Risk Factors

Page 62

     

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Page 62

     

ITEM 3.

Defaults Upon Senior Securities

Page 62

     

ITEM 4.

Mine Safety Disclosures

Page 62

     

ITEM 5.

Other Information

Page 62

     

ITEM 6.

Exhibits

Page 63

 

 
 

Table of Contents
 

  

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets - Unaudited

 

 

 

 

   

(unaudited)

         
   

June 30,

   

December 31,

 

(dollars in thousands)

 

2017

   

2016

 

Assets

               

Cash and due from banks

  $ 19,352     $ 16,559  

Interest bearing deposits with banks

    30,806       34,206  

Cash and cash equivalents

    50,158       50,765  

Investment securities available for sale, at fair value (amortized cost of $444,354 and $568,890 as of June 30, 2017 and December 31, 2016 respectively)

    443,687       566,996  

Investment securities held to maturity, at amortized cost (fair value of $5,102 and $2,818 as of June 30, 2017 and December 31, 2016, respectively)

    5,161       2,879  

Investment securities, trading

    4,021       3,888  

Loans held for sale

    8,590       9,621  

Portfolio loans and leases, originated

    2,409,964       2,240,987  

Portfolio loans and leases, acquired

    256,687       294,438  

Total portfolio loans and leases

    2,666,651       2,535,425  

Less: Allowance for originated loan and lease losses

    (16,374 )     (17,458 )

Less: Allowance for acquired loan and lease losses

    (25 )     (28 )

Total allowance for loans and lease losses

    (16,399 )     (17,486 )

Net portfolio loans and leases

    2,650,252       2,517,939  

Premises and equipment, net

    44,446       41,778  

Accrued interest receivable

    8,717       8,533  

Mortgage servicing rights

    5,683       5,582  

Bank owned life insurance

    39,680       39,279  

Federal Home Loan Bank stock

    15,168       17,305  

Goodwill

    107,127       104,765  

Intangible assets

    22,084       20,405  

Other investments

    8,682       8,627  

Other assets

    24,763       23,168  

Total assets

  $ 3,438,219     $ 3,421,530  

Liabilities

               

Deposits:

               

Non-interest-bearing

  $ 818,475     $ 736,180  

Interest-bearing

    1,863,288       1,843,495  

Total deposits

    2,681,763       2,579,675  
                 

Short-term borrowings

    130,295       204,151  

Long-term FHLB advances

    164,681       189,742  

Subordinated notes

    29,559       29,532  

Accrued interest payable

    2,830       2,734  

Other liabilities

    34,114       34,569  

Total liabilities

    3,043,242       3,040,403  

Shareholders' equity

               

Common stock, par value $1; authorized 100,000,000 shares; issued 21,162,457 and 21,110,968 shares as of June 30, 2017 and December 31, 2016, respectively, and outstanding of 16,989,849 and 16,939,715 as of June 30, 2017 and December 31, 2016, respectively

    21,162       21,111  

Paid-in capital in excess of par value

    234,654       232,806  

Less: Common stock in treasury at cost - 4,172,608 and 4,171,253 shares as of June 30, 2017 and December 31, 2016, respectively

    (67,091 )     (66,950 )

Accumulated other comprehensive loss, net of tax

    (1,564 )     (2,409 )

Retained earnings

    207,816       196,569  

Total shareholders' equity

    394,977       381,127  

Total liabilities and shareholders' equity

  $ 3,438,219     $ 3,421,530  

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

 
Page 3

Table of Contents
 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income - Unaudited

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

(dollars in thousands, except per share data)

                               

Interest income:

                               

Interest and fees on loans and leases

  $ 29,143     $ 27,679     $ 57,625     $ 54,375  

Interest on cash and cash equivalents

    35       42       101       88  

Interest on investment securities:

                               

Taxable

    1,906       1,384       3,529       2,735  

Non-taxable

    101       126       211       254  

Dividends

    52       55       97       103  

Total interest income

    31,237       29,286       61,563       57,555  

Interest expense:

                               

Interest on deposits

    1,983       1,402       3,811       2,478  

Interest on short-term borrowings

    237       20       264       37  

Interest on FHLB advances and other borrowings

    682       867       1,380       1,775  

Interest on subordinated notes

    370       370       740       736  

Total interest expense

    3,272       2,659       6,195       5,026  

Net interest income

    27,965       26,627       55,368       52,529  

Provision for loan and lease losses

    (83 )     445       208       1,855  

Net interest income after provision for loan and lease losses

    28,048       26,182       55,160       50,674  

Non-interest income:

                               

Fees for wealth management services

    9,807       9,431       19,110       18,263  

Insurance commissions

    943       845       1,706       2,121  

Capital markets revenue

    953       -       953       -  

Service charges on deposits

    630       713       1,277       1,415  

Loan servicing and other fees

    519       539       1,022       1,031  

Net gain on sale of loans

    520       857       1,149       1,562  

Net (loss) gain on sale of investment securities available for sale

    -       (43 )     1       (58 )

Net loss on sale of other real estate owned ("OREO")

    (12 )     -       (12 )     (76 )

Dividends on FHLB and FRB stock

    218       263       432       477  

Other operating income

    1,207       1,176       2,374       2,199  

Total non-interest income

    14,785       13,781       28,012       26,934  

Non-interest expenses:

                               

Salaries and wages

    13,580       12,197       26,030       23,935  

Employee benefits

    2,475       2,436       5,034       4,921  

Occupancy and bank premises

    2,247       2,367       4,773       4,855  

Furniture, fixtures, and equipment

    1,869       1,895       3,843       3,814  

Advertising

    405       372       791       656  

Amortization of intangible assets

    687       889       1,380       1,780  
Impairment of mortgage servicing rights     43       599       46       682  

Due diligence, merger-related and merger integration expenses

    1,236       -       1,747       -  

Professional fees

    1,049       946       1,760       1,759  

Pennsylvania bank shares tax

    297       640       961       1,278  

Information technology

    821       875       1,695       1,923  

Other operating expenses

    3,786       3,004       7,095       5,613  

Total non-interest expenses

    28,495       26,220       55,155       51,216  
                                 

Income before income taxes

    14,338       13,743       28,017       26,392  

Income tax expense

    4,905       4,810       9,540       9,137  

Net income

  $ 9,433     $ 8,933     $ 18,477     $ 17,255  
                                 

Basic earnings per common share

  $ 0.56     $ 0.53     $ 1.09     $ 1.03  

Diluted earnings per common share

  $ 0.55     $ 0.52     $ 1.07     $ 1.02  

Dividends declared per share

  $ 0.21     $ 0.20     $ 0.42     $ 0.40  
                                 

Weighted-average basic shares outstanding

    16,984,563       16,812,219       16,969,431       16,830,211  

Dilutive shares

    248,204       215,200       238,381       123,905  

Adjusted weighted-average diluted shares

    17,232,767       17,027,419       17,207,812       16,954,116  

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

 
Page 4

Table of Contents
 

  

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income - Unaudited

 

(dollars in thousands)

 

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

Net income

  $ 9,433     $ 8,933     $ 18,477     $ 17,255  
                                 

Other comprehensive income (loss):

                               

Net change in unrealized gains (losses) on investment securities available for sale:

                               

Net unrealized gains arising during the period, net of tax expense of $221, $537,$430, and $1,588, respectively

    411       942       799       2,853  

Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax (benefit) expense of $0, $(15) ,$0,and $(20), respectively

    -       28       (1 )     38  

Unrealized investment gains, net of tax expense of $221, $522, $430 and $1,568, respectively

    411       970       798       2,891  

Net change in unfunded pension liability:

                               

Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense (benefit) of $9, $9, $25 and $5, respectively

    15       16       47       9  

Total other comprehensive income

    426       986       845       2,900  
                                 

Total comprehensive income

  $ 9,859     $ 9,919     $ 19,322     $ 20,155  

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

 
Page 5

Table of Contents
 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows - Unaudited  

(dollars in thousands)

 

Six Months Ended June 30,

 
   

2017

   

2016

 

Operating activities:

               

Net Income

  $ 18,477     $ 17,255  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Provision for loan and lease losses

    208       1,855  

Depreciation of fixed assets

    2,792       2,818  

Net amortization of investment premiums and discounts

    1,352       1,589  

Net (gain) loss on sale of investment securities available for sale

    (1 )     58  

Net gain on sale of loans

    (1,149 )     (1,656 )

Stock based compensation cost

    915       789  

Amortization and net impairment of mortgage servicing rights

    387       998  

Net accretion of fair value adjustments

    (1,264 )     (2,310 )

Amortization of intangible assets

    1,381       1,780  

Impairment of other real estate owned ("OREO") and other repossessed assets

    200       -  

Net loss on sale of OREO

    12       76  

Net increase in cash surrender value of bank owned life insurance ("BOLI")

    (401 )     (465 )

Other, net

    (1,810 )     (2,651 )

Loans originated for resale

    (57,248 )     (63,480 )

Proceeds from loans sold

    58,940       61,739  

Provision for deferred income taxes

    614       225  

Change in income taxes payable/receivable

    (3,580 )     1,278  

Change in accrued interest receivable

    (184 )     (275 )

Change in accrued interest payable

    96       (5 )

Net cash provided by operating activities

    19,737       19,618  
                 

Investing activities:

               

Purchases of investment securities available for sale

    (115,841 )     (75,999 )

Purchases of investment securities held to maturity

    (2,335 )     (2,928 )

Proceeds from maturity and paydowns of investment securities available for sale

    234,043       28,358  

Proceeds from maturity and paydowns of investment securities held to maturity

    42       18  

Proceeds from sale of investment securities available for sale

    130       132  

Net change in FHLB stock

    2,137       2,324  

Proceeds from calls of investment securities

    4,864       33,801  

Net change in other investments

    (55 )     738  

Purchase of domain name

    (152 )     -  

Net portfolio loan and lease originations

    (131,702 )     (153,480 )

Purchases of premises and equipment

    (3,731 )     (1,152 )

Acquisitions, net of cash acquired

    (4,792 )     -  

Capitalize costs to OREO

    -       (28 )

Proceeds from sale of OREO

    68       1,806  

Net cash used in investing activities

    (17,324 )     (166,410 )
                 

Financing activities:

               

Change in deposits

    102,125       157,137  

Change in short-term borrowings

    (73,856 )     (75,037 )

Dividends paid

    (7,127 )     (6,732 )

Change in long-term FHLB advances and other borrowings

    (25,000 )     (30,000 )

Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation

    (98 )     (63 )

Net (purchase of) proceeds from sale of treasury stock for deferred compensation plans

    (69 )     (65 )

Net purchase of treasury stock through publicly announced plans

    -       (7,971 )

Proceeds from exercise of stock options

    1,005       647  

Net cash (used in) provided by financing activities

    (3,020 )     37,916  
                 

Change in cash and cash equivalents

    (607 )     (108,876 )

Cash and cash equivalents at beginning of period

    50,765       143,067  

Cash and cash equivalents at end of period

  $ 50,158     $ 34,191  
                 

Supplemental cash flow information:

               

Cash paid during the year for:

               

Income taxes

  $ 12,481     $ 7,712  

Interest

  $ 6,099     $ 5,031  
                 

Non-cash information:

               

Change in other comprehensive loss

  $ 845     $ 2,900  

Change in deferred tax due to change in comprehensive income

  $ 455     $ 1,573  

Transfer of loans to other real estate owned and repossessed assets

  $ 309     $ -  

Acquisition of noncash assets and liabilities:

               

Assets acquired

  $ 7,284     $ -  

Liabilities assumed

  $ 2,492     $ -  

   

The accompanying notes are an integral part of the unaudited consolidated financial statements.   

 
Page 6

Table of Contents
 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes In Shareholders’ Equity - Unaudited

 

(dollars in thousands, except per share information)

   

For the Six Months Ended June 30, 2017

 
   

Shares of

Common

Stock Issued

   

Common

Stock

   

Paid-in

Capital

   

Treasury

Stock

   

Accumulated

Other

Comprehensive

Loss

   

Retained

Earnings

   

Total

Shareholders'

Equity

 
                                                         

Balance December 31, 2016

    21,110,968     $ 21,111     $ 232,806     $ (66,950 )   $ (2,409 )   $ 196,569     $ 381,127  

Net income

    -       -       -       -       -       18,477       18,477  

Dividends declared, $0.42 per share

    -       -       -       -       -       (7,230 )     (7,230 )

Other comprehensive income, net of tax expense of $455

    -       -       -       -       845       -       845  

Stock based compensation

    -       -       915       -       -       -       915  

Form S-4 stock issuance costs

    -       -       (108 )     -       -               (108 )

Retirement of treasury stock

    (2,628 )     (3 )     (23 )     26       -       -       -  

Net purchase of treasury stock from stock awards for statutory tax withholdings

    -       -       -       (98 )     -       -       (98 )

Net purchase of treasury stock for deferred compensation trusts

    -       -       -       (69 )     -       -       (69 )

Common stock issued through share-based awards and options exercises

    54,117       54       1,064       -       -       -       1,118  

Balance June 30, 2017

    21,162,457     $ 21,162     $ 234,654     $ (67,091 )   $ (1,564 )   $ 207,816     $ 394,977  

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.                                           

 

 
Page 7

Table of Contents
 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1 - Basis of Presentation

 

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of Bryn Mawr Bank Corporation’s (the “Corporation”) management, all adjustments necessary for a fair presentation of the consolidated financial position and the results of operations for the interim periods presented have been included. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Corporation’s Annual Report on Form 10-K for the twelve months ended December 31, 2016 (the “2016 Annual Report”).

 

The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year.

 

Note 2 - Earnings per Common Share

 

Basic earnings per common share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share takes into account the potential dilution computed pursuant to the treasury stock method that could occur if stock options were exercised and converted into common stock, as well as the effect of restricted and performance shares becoming unrestricted common stock. The effects of stock options are excluded from the computation of diluted earnings per share in periods in which the effect would be anti-dilutive. All weighted average shares, actual shares and per share information in the financial statements have been adjusted retroactively for the effect of stock dividends and splits.

 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 

(dollars in thousands except per share data)

 

2017

   

2016

   

2017

   

2016

 

Numerator:

                               

Net income available to common shareholders

  $ 9,433     $ 8,933     $ 18,477     $ 17,255  

Denominator for basic earnings per share – weighted average shares outstanding

    16,984,563       16,812,219       16,969,431       16,830,211  

Effect of dilutive common shares

    248,204       215,200       238,381       123,905  

Denominator for diluted earnings per share – adjusted weighted average shares outstanding

    17,232,767       17,027,419       17,207,812       16,954,116  

Basic earnings per share

  $ 0.56     $ 0.53     $ 1.09     $ 1.03  

Diluted earnings per share

  $ 0.55     $ 0.52     $ 1.07     $ 1.02  

Antidilutive shares excluded from computation of average dilutive earnings per share

                       

 

 

 
Page 8

Table of Contents
 

 

Note 3 - Business Combinations

 

Harry R. Hirshorn & Company, Inc., d/b/a Hirshorn Boothby (“Hirshorn”)

 

The acquisition of Hirshorn, an insurance agency headquartered in the Chestnut Hill section of Philadelphia, was completed on May 24, 2017. Immediately after the acquisition, Hirshorn was merged into the Bank’s existing insurance subsidiary, Powers Craft Parker and Beard, Inc. The consideration paid by the Bank was $7.5 million, of which $5.8 million was paid at closing, with three contingent cash payments, not to exceed $575 thousand each, to be payable on each of May 24, 2018, May 24, 2019, and May 24, 2020, subject to the attainment of certain revenue targets during the related periods. The acquisition enhanced the Bank’s ability to offer comprehensive insurance solutions to both individual and business clients and continues the strategy of selectively establishing specialty offices in targeted areas.

  

In connection with the Hirshorn acquisition, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the resulting goodwill recorded:

 

 

(dollars in thousands)

       

Consideration paid:

       

Cash paid at closing

  $ 5,770  

Contingent payment liability (present value)

    1,690  

Value of consideration

    7,460  
         

Assets acquired:

       

Cash operating accounts

    978  

Intangible assets – trade name

    195  

Intangible assets – customer relationships

    2,672  

Intangible assets – non-competition agreements

    41  

Premises and equipment

    1,795  

Accounts receivable

    192  

Other assets

    27  

Total assets

    5,900  
         

Liabilities assumed:

       

Accounts payable

    800  

Other liabilities

    2  

Total liabilities

    802  
         

Net assets acquired

    5,098  
         

Goodwill resulting from acquisition of Hirshorn

  $ 2,362  

 

 

Pending Business Combination – Royal Bancshares of Pennsylvania, Inc.

 

On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “RBPI Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The RBPI Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The RBPI Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and an expanded physical presence in Philadelphia County, Pennsylvania, is expected to close during the third quarter of 2017.

 

 

 
Page 9

Table of Contents
 

 

Due Diligence, Merger-Related and Merger Integration Expenses

 

Due diligence, merger-related and merger integration expenses may include consultant costs, investment banker fees, contract breakage fees, retention bonuses for severed employees, and salary and wages for staffing involved in the integration of the institutions. The following table details the costs identified and classified as due diligence, merger-related and merger integration costs for the periods indicated:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 

(dollars in thousands)

 

2017

   

2016

   

2017

   

2016

 

Salaries and wages

  $ 320     $     $ 400     $  

Employee benefits

    5             5        

Advertising

    19             19        

Professional fees

    542             938        

Information technology

    259             259        

Other

    91             126        

Total due diligence and merger-related expenses

  $ 1,236     $     $ 1,747     $  

 

 

 

Note 4 - Investment Securities

 

The amortized cost and fair value of investment securities available for sale are as follows:

 

As of June 30, 2017

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

U.S. Treasury securities

  $ 101     $     $     $ 101  

Obligations of the U.S. government and agencies

    127,167       196       (895

)

    126,468  

Obligations of state and political subdivisions

    27,470       47       (35

)

    27,482  

Mortgage-backed securities

    230,137       1,338       (858

)

    230,617  

Collateralized mortgage obligations

    43,211       68       (730

)

    42,549  

Other investments

    16,268       238       (36

)

    16,470  

Total

  $ 444,354     $ 1,887     $ (2,554

)

  $ 443,687  

 

As of December 31, 2016

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

U.S. Treasury securities

  $ 200,094     $ 3     $     $ 200,097  

Obligations of the U.S. government and agencies

    83,111       167       (1,080

)

    82,198  

Obligations of state and political subdivisions

    33,625       26       (121

)

    33,530  

Mortgage-backed securities

    185,997       1,260       (1,306

)

    185,951  

Collateralized mortgage obligations

    49,488       108       (902

)

    48,694  

Other investments

    16,575       105       (154

)

    16,526  

Total

  $ 568,890     $ 1,669     $ (3,563

)

  $ 566,996  

 

The following tables detail the amount of investment securities available for sale that were in an unrealized loss position as of the dates indicated:

As of June 30, 2017
 

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Obligations of the U.S. government and agencies

  $ 90,259     $ (895

)

  $     $     $ 90,259     $ (895

)

Obligations of state and political subdivisions

    11,196       (22

)

    918       (13

)

    12,114       (35

)

Mortgage-backed securities

    116,531       (858

)

                116,531       (858

)

Collateralized mortgage obligations

    32,050       (730

)

                32,050       (730

)

Other investments

    1,807       (36

)

                1,807       (36

)

Total

  $ 251,843     $ (2,541

)

  $ 918     $ (13

)

  $ 252,761     $ (2,554

)

 

 
Page 10

Table of Contents
 

 

As of December 31, 2016

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Obligations of the U.S. government and agencies

  $ 62,211     $ (1,080

)

  $     $     $ 62,211     $ (1,080

)

Obligations of state and political subdivisions

    24,482       (121

)

                24,482       (121

)

Mortgage-backed securities

    101,433       (1,306

)

                101,433       (1,306

)

Collateralized mortgage obligations

    35,959       (902

)

                35,959       (902

)

Other investments

    2,203       (93

)

    11,895       (61

)

    14,098       (154

)

Total

  $ 226,288     $ (3,502

)

  $ 11,895     $ (61

)

  $ 238,183     $ (3,563

)

 

Management evaluates the Corporation’s investment securities available for sale that are in an unrealized loss position in order to determine if the decline in fair value is other than temporary. The available for sale investment portfolio includes debt securities issued by U.S. government agencies, U.S. government-sponsored agencies, state and local municipalities and other issuers. All fixed income investment securities in the Corporation’s available for sale investment portfolio are rated as investment grade. Factors considered in the evaluation include the current economic climate, the length of time and the extent to which the fair value has been below cost, interest rates and the bond rating of each security. The unrealized losses presented in the tables above are temporary in nature and are primarily related to market interest rates rather than the underlying credit quality of the issuers. The Corporation does not believe that these unrealized losses are other-than-temporary. The Corporation does not have the intent to sell these securities prior to their maturity or the recovery of their cost bases and believes that it is more likely than not that it will not have to sell these securities prior to their maturity or the recovery of their cost bases.

 

As of June 30, 2017 and December 31, 2016, securities having fair values of $96.4 million and $119.4 million, respectively, were specifically pledged as collateral for public funds, trust deposits, the Federal Reserve Bank of Philadelphia discount window program, Federal Home Loan Bank of Pittsburgh (“FHLB”) borrowings and other purposes. The FHLB has a blanket lien on non-pledged, mortgage-related loans as part of the Corporation’s borrowing agreement with the FHLB.

 

The amortized cost and fair value of investment securities available for sale as of June 30, 2017 and December 31, 2016, by contractual maturity, are detailed below:

 

   

June 30, 2017

   

December 31, 2016

 

(dollars in thousands)

 

Amortized

Cost

   

Fair

Value

   

Amortized

Cost

   

Fair

Value

 

Investment securities1:

                               

Due in one year or less

  $ 12,880     $ 12,884     $ 213,876     $ 213,885  

Due after one year through five years

    84,120       83,799       40,335       40,270  

Due after five years through ten years

    42,097       41,654       45,840       44,914  

Due after ten years

    16,741       16,813       18,079       18,055  

Subtotal

    155,838       155,150       318,130       317,124  

Mortgage-related securities1

    273,348       273,166       235,485       234,644  

Mutual funds with no stated maturity

    15,168       15,371       15,275       15,228  

Total

  $ 444,354     $ 443,687     $ 568,890     $ 566,996  

 

1

Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  

 
Page 11

Table of Contents
 

 

The amortized cost and fair value of investment securities held to maturity as of June 30, 2017 and December 31, 2016 are detailed below:

 

 

As of June 30, 2017

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

Mortgage-backed securities

  $ 5,161     $ 4     $ (63

)

  $ 5,102  

Total

  $ 5,161     $ 4     $ (63

)

  $ 5,102  

 

 

As of December 31, 2016

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 

Mortgage-backed securities

  $ 2,879     $     $ (61

)

  $ 2,818  

Total

  $ 2,879     $     $ (61

)

  $ 2,818  

 

The following tables detail the amount of held to maturity securities that were in an unrealized loss position as of June 30, 2017 and December 31, 2016:

 

As of June 30, 2017

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Mortgage-backed securities

  $ 3,858     $ (63

)

  $     $     $ 3,858     $ (63

)

Total

  $ 3,858     $ (63

)

  $     $     $ 3,858     $ (63

)

 

As of December 31, 2016

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Mortgage-backed securities

  $ 2,818     $ (61

)

  $     $     $ 2,818     $ (61

)

Total

  $ 2,818     $ (61

)

  $     $     $ 2,818     $ (61

)

 

The amortized cost and fair value of investment securities held to maturity as of June 30, 2017 and December 31, 2016, by contractual maturity, are detailed below:

 

   

June 30, 2017

   

December 31, 2016

 

(dollars in thousands)

 

Amortized

Cost

   

Fair

Value

   

Amortized

Cost

   

Fair

Value

 

Mortgage-related securities1

  $ 5,161     $ 5,102     $ 2,879     $ 2,818  

Total

  $ 5,161     $ 5,102     $ 2,879     $ 2,818  

 

1

Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  

 
Page 12

Table of Contents
 

 

As of June 30, 2017 and December 31, 2016, the Corporation’s investment securities held in trading accounts totaled $4.0 million and $3.9 million, respectively, and consisted solely of deferred compensation trust accounts which were invested in listed mutual funds whose diversification is at the discretion of the deferred compensation plan participants. Investment securities held in trading accounts are reported at fair value, with adjustments in fair value reported through income.

 

 

Note 5 - Loans and Leases 

 

The loan and lease portfolio consists of loans and leases originated by the Corporation, as well as loans acquired in mergers and acquisitions. These mergers and acquisitions include the January 2015 acquisition of CBH, the November 2012 transaction with First Bank of Delaware (“FBD”) and the July 2010 acquisition of First Keystone Financial, Inc. (“FKF”). Many of the tables in this footnote are presented for all loans as well as supplemental tables for originated and acquired loans.

 

A. The table below details all portfolio loans and leases as of the dates indicated:

 

 

   

June 30,

2017

   

December 31,

2016

 

Loans held for sale

  $ 8,590     $ 9,621  

Real estate loans:

               

Commercial mortgage

  $ 1,197,936     $ 1,110,898  

Home equity lines and loans

    208,480       207,999  

Residential mortgage

    416,488       413,540  

Construction

    156,581       141,964  

Total real estate loans

    1,979,485       1,874,401  

Commercial and industrial

    599,203       579,791  

Consumer

    28,485       25,341  

Leases

    59,478       55,892  

Total portfolio loans and leases

    2,666,651       2,535,425  

Total loans and leases

  $ 2,675,241     $ 2,545,046  

Loans with fixed rates

  $ 1,158,959     $ 1,130,172  

Loans with adjustable or floating rates

    1,516,282       1,414,874  

Total loans and leases

  $ 2,675,241     $ 2,545,046  

Net deferred loan origination fees included in the above loan table

  $ (888

)

  $ (735

)

 

 

    The table below details the Corporation’s originated portfolio loans and leases as of the dates indicated:

 

   

June 30,

2017

   

December 31,

2016

 

Loans held for sale

  $ 8,590     $ 9,621  

Real estate loans:

               

Commercial mortgage

  $ 1,057,797     $ 946,879  

Home equity lines and loans

    182,531       178,450  

Residential mortgage

    352,335       342,268  

Construction

    156,581       141,964  

Total real estate loans

    1,749,244       1,609,561  

Commercial and industrial

    572,872       550,334  

Consumer

    28,370       25,200  

Leases

    59,478       55,892  

Total portfolio loans and leases

    2,409,964       2,240,987  

Total loans and leases

  $ 2,418,554     $ 2,250,608  

Loans with fixed rates

  $ 1,039,144     $ 992,917  

Loans with adjustable or floating rates

    1,379,410       1,257,691  

Total originated loans and leases

  $ 2,418,554     $ 2,250,608  

Net deferred loan origination fees included in the above loan table

  $ (888

)

  $ (735

)

 

 
Page 13

Table of Contents
 

 

     The table below details the Corporation’s acquired portfolio loans as of the dates indicated:

 

   

June 30,

2017

   

December 31,

2016

 

Real estate loans:

               

Commercial mortgage

  $ 140,139     $ 164,019  

Home equity lines and loans

    25,949       29,549  

Residential mortgage

    64,153       71,272  

Total real estate loans

    230,241       264,840  

Commercial and industrial

    26,331       29,457  

Consumer

    115       141  

Total portfolio loans and leases

    256,687       294,438  

Total loans and leases

  $ 256,687     $ 294,438  

Loans with fixed rates

  $ 119,815     $ 137,255  

Loans with adjustable or floating rates

    136,872       157,183  

Total acquired loans and leases

  $ 256,687     $ 294,438  

 

 

B. Components of the net investment in leases are detailed as follows:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Minimum lease payments receivable

  $ 66,140     $ 62,379  

Unearned lease income

    (8,817

)

    (8,608

)

Initial direct costs and deferred fees

    2,155       2,121  

Total

  $ 59,478     $ 55,892  

 

 

C. Non-Performing Loans and Leases(1)

 

The following table details all non-performing portfolio loans and leases as of the dates indicated:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Non-accrual loans and leases:

               

Commercial mortgage

  $ 818     $ 320  

Home equity lines and loans

    1,535       2,289  

Residential mortgage

    2,589       2,658  

Commercial and industrial

    2,112       2,957  

Consumer

    10       2  

Leases

    173       137  

Total

  $ 7,237     $ 8,363  

 

(1)

Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $273 thousand and $344 thousand of purchased credit-impaired loans as of June 30, 2017 and December 31, 2016, respectively, which became non-performing subsequent to acquisition.

 

    The following table details non-performing originated portfolio loans and leases as of the dates indicated:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Non-accrual originated loans and leases:

               

Commercial mortgage

  $ 768     $ 265  

Home equity lines and loans

    1,184       2,169  

Residential mortgage

    1,297       1,654  

Commercial and industrial

    855       941  

Consumer

    10       2  

Leases

    173       137  

Total

  $ 4,287     $ 5,168  

  

 
Page 14

Table of Contents
 

 

The following table details non-performing acquired portfolio loans(1) as of the dates indicated:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Non-accrual acquired loans and leases:

               

Commercial mortgage

  $ 50     $ 55  

Home equity lines and loans

    351       120  

Residential mortgage

    1,292       1,004  

Commercial and industrial

    1,257       2,016  

Total

  $ 2,950     $ 3,195  

 

(1)

Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $273 thousand and $344 thousand of purchased credit-impaired loans as of June 30, 2017 and December 31, 2016, respectively, which became non-performing subsequent to acquisition.

 

 

D. Purchased Credit-Impaired Loans

 

The outstanding principal balance and related carrying amount of credit-impaired loans, for which the Corporation applies ASC 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, to account for the interest earned, as of the dates indicated, are as follows:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Outstanding principal balance

  $ 17,044     $ 18,091  

Carrying amount(1)

  $ 11,738     $ 12,432  

 

 

(1)

Includes $284 thousand and $368 thousand of purchased credit-impaired loans as of June 30, 2017 and December 31, 2016, respectively, for which the Corporation could not estimate the timing or amount of expected cash flows to be collected at acquisition, and for which no accretable yield is recognized. Additionally, the table above includes $273 thousand and $344 thousand of purchased credit-impaired loans as of June 30, 2017 and December 31, 2016, respectively, which became non-performing subsequent to acquisition, which are disclosed in Note 5C, above, and which also have no accretable yield.

 

 

The following table presents changes in the accretable discount on purchased credit-impaired loans, for which the Corporation applies ASC 310-30, for the six months ended June 30, 2017:

 

(dollars in thousands)

 

Accretable
Discount

 

Balance, December 31, 2016

  $ 3,233  

Accretion

    (779

)

Reclassifications from nonaccretable difference

     

Additions/adjustments

    666  

Disposals

     

Balance, June 30, 2017

  $ 3,120  

 

 

E. Age Analysis of Past Due Loans and Leases 

 

The following tables present an aging of all portfolio loans and leases as of the dates indicated:

  

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of June 30, 2017

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past Due

   

Current*

   

Total

Accruing

Loans and

Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans and

Leases

 

Commercial mortgage

  $ 68     $ 1,009     $     $ 1,077     $ 1,196,041     $ 1,197,118     $ 818     $ 1,197,936  

Home equity lines and loans

    250                   250       206,695       206,945       1,535       208,480  

Residential mortgage

    2,704       1,301             4,005       409,894       413,899       2,589       416,488  

Construction

                            156,581       156,581             156,581  

Commercial and industrial

    350       83             433       596,658       597,091       2,112       599,203  

Consumer

          5             5       28,470       28,475       10       28,485  

Leases

    234       254             488       58,817       59,305       173       59,478  
    $ 3,606     $ 2,652     $     $ 6,258     $ 2,653,156     $ 2,659,414     $ 7,237     $ 2,666,651  

 

 

 
Page 15

Table of Contents
 

 

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of December 31, 2016

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89 Days
Past Due

   

Total Past Due

   

Current*

   

Total Accruing Loans and Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans

and

Leases

 

Commercial mortgage

  $ 666     $ 722     $     $ 1,388     $ 1,109,190     $ 1,110,578     $ 320     $ 1,110,898  

Home equity lines and loans

    11                   11       205,699       205,710       2,289       207,999  

Residential mortgage

    823       490             1,313       409,569       410,882       2,658       413,540  

Construction

                            141,964       141,964             141,964  

Commercial and industrial

    36                   36       576,798       576,834       2,957       579,791  

Consumer

    10       5             15       25,324       25,339       2       25,341  

Leases

    177       86             263       55,492       55,755       137       55,892  
    $ 1,723     $ 1,303     $     $ 3,026     $ 2,524,036     $ 2,527,062     $ 8,363     $ 2,535,425  

*included as “current” are $2.4 million and $15.3 million of loans and leases as of June 30, 2017 and December 31, 2016, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

 

The following tables present an aging of originated portfolio loans and leases as of the dates indicated:

 

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of June 30, 2017

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89 Days
Past Due

   

Total Past Due

   

Current*

   

Total

Accruing

Loans and

Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans

and

Leases

 

Commercial mortgage

  $     $ 84     $     $ 84     $ 1,056,945     $ 1,057,029     $ 768     $ 1,057,797  

Home equity lines and loans

    250                   250       181,097       181,347       1,184       182,531  

Residential mortgage

    620       1,080             1,700       349,338       351,038       1,297       352,335  

Construction

                            156,581       156,581             156,581  

Commercial and industrial

    350       83             433       571,584       572,017       855       572,872  

Consumer

          5             5       28,355       28,360       10       28,370  

Leases

    234       254             488       58,817       59,305       173       59,478  
    $ 1,454     $ 1,506     $     $ 2,960     $ 2,402,717     $ 2,405,677     $ 4,287     $ 2,409,964  

  

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of December 31, 2016

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89 Days
Past Due

   

Total Past Due

   

Current*

   

Total Accruing Loans and Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans

and

Leases

 

Commercial mortgage

  $     $ 722     $     $ 722     $ 945,892     $ 946,614     $ 265     $ 946,879  

Home equity lines and loans

    11                   11       176,270       176,281       2,169       178,450  

Residential mortgage

    773       64             837       339,778       340,615       1,653       342,268  

Construction

                            141,964       141,964             141,964  

Commercial and industrial

                            549,393       549,393       941       550,334  

Consumer

    10       5             15       25,183       25,198       2       25,200  

Leases

    177       86             263       55,492       55,755       137       55,892  
    $ 971     $ 877     $     $ 1,848     $ 2,233,972     $ 2,235,820     $ 5,167     $ 2,240,987  

*included as “current” are $2.4 million and $13.5 million of loans and leases as of June 30, 2017 and December 31, 2016, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent. 

 

 

The following tables present an aging of acquired portfolio loans and leases as of the dates indicated:

 

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of June 30, 2017

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past Due

   

Current*

   

Total

Accruing

Loans and

Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans

and

Leases

 

Commercial mortgage

  $ 68     $ 925     $     $ 993     $ 139,096     $ 140,089     $ 50     $ 140,139  

Home equity lines and loans

                            25,598       25,598       351       25,949  

Residential mortgage

    2,084       221             2,305       60,556       62,861       1,292       64,153  

Commercial and industrial

                            25,074       25,074       1,257       26,331  

Consumer

                            115       115             115  
    $ 2,152     $ 1,146     $     $ 3,298     $ 250,439     $ 253,737     $ 2,950     $ 256,687  

 

 
Page 16

Table of Contents
 

  

   

Accruing Loans and Leases

                 

(dollars in thousands)

 

As of December 31, 2016

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past Due

   

Current*

   

Total

Accruing

Loans and

Leases

   

Nonaccrual

Loans and

Leases

   

Total

Loans

and

Leases

 

Commercial mortgage

  $ 666     $     $     $ 666     $ 163,298     $ 163,964     $ 55     $ 164,019  

Home equity lines and loans

                            29,429       29,429       120       29,549  

Residential mortgage

    50       426             476       69,791       70,267       1,005       71,272  

Commercial and industrial

    36                   36       27,405       27,441       2,016       29,457  

Consumer

                            141       141             141  
    $ 752     $ 426     $     $ 1,178     $ 290,064     $ 291,242     $ 3,196     $ 294,438  

*included as “current” are $0 and $1.8 million of loans and leases as of June 30, 2017 and December 31, 2016, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

 

 

F. Allowance for Loan and Lease Losses (the “Allowance”)

 

The following tables detail the roll-forward of the Allowance for the three and six months ended June 30, 2017:

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, March 31, 2017

  $ 6,410     $ 1,243     $ 1,798     $ 2,195     $ 4,747     $ 135     $ 579     $     $ 17,107  

Charge-offs

          (169

)

    (43

)

          (200

)

    (18

)

    (307

)

          (737

)

Recoveries

    3                   1       15       2       91             112  

Provision for loan and lease losses

    195       140       21       (1,085

)

    251       58       337             (83

)

Balance, June 30, 2017

  $ 6,608     $ 1,214     $ 1,776     $ 1,111     $ 4,813     $ 177     $ 700     $     $ 16,399  

 

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, December 31, 2016

  $ 6,227     $ 1,255     $ 1,917     $ 2,233     $ 5,142     $ 153     $ 559     $     $ 17,486  

Charge-offs

          (606

)

    (70

)

          (259

)

    (59

)

    (513

)

          (1,507

)

Recoveries

    6                   2       15       4       185             212  

Provision for loan and lease losses

    375       565       (71

)

    (1,124

)

    (85

)

    79       469             208  

Balance, June 30, 2017

  $ 6,608     $ 1,214     $ 1,776     $ 1,111     $ 4,813     $ 177     $ 700     $     $ 16,399  

 

 

The following table details the roll-forward of the Allowance for the three and six months ended June 30, 2016:

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, March 31, 2016

  $ 5,856     $ 1,126     $ 1,868     $ 1,902     $ 5,445     $ 120     $ 528     $     $ 16,845  

Charge-offs

          (11

)

    (267

)

          (4

)

    (32

)

    (111

)

          (425

)

Recoveries

    3             5       62       48       2       51             171  

Provision for loan and lease losses

    162       70       343       180       (444

)

    37       97             445  

Balance, June 30, 2016

  $ 6,021     $ 1,185     $ 1,949     $ 2,144     $ 5,045     $ 127     $ 565     $     $ 17,036  

 

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, December 31, 2015

  $ 5,199     $ 1,307     $ 1,740     $ 1,324     $ 5,609     $ 142     $ 518     $ 18     $ 15,857  

Charge-offs

    (110

)

    (85

)

    (271

)

          (33

)

    (66

)

    (411

)

            (976

)

Recoveries

    6       4       44       63       51       16       116               300  

Provision for loan and lease losses

    926       (41

)

    436       757       (582

)

    35       342       (18

)

    1,855  

Balance June 30, 2016

  $ 6,021     $ 1,185     $ 1,949     $ 2,144     $ 5,045     $ 127     $ 565     $     $ 17,036  

  

 
Page 17

Table of Contents
 

 

The following table details the allocation of the Allowance for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $ 3     $ 112     $     $     $ 14     $     $     $ 129  

Collectively evaluated for impairment

    6,608       1,211       1,664       1,111       4,813       163       700             16,270  

Purchased credit-impaired(1)

                                                     

Total

  $ 6,608     $ 1,214     $ 1,776     $ 1,111     $ 4,813     $ 177     $ 700     $     $ 16,399  

As of December 31, 2016

                                                                       

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $     $ 73     $     $ 5     $ 8     $     $     $ 86  

Collectively evaluated for impairment

    6,227       1,255       1,844       2,233       5,137       145       559             17,400  

Purchased credit-impaired(1)

                                                     

Total

  $ 6,227     $ 1,255     $ 1,917     $ 2,233     $ 5,142     $ 153     $ 559     $     $ 17,486  

 

(1)

Purchased credit-impaired loans are evaluated for impairment on an individual basis.

  

The following table details the carrying value for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home

Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 2,070     $ 1,534     $ 6,950     $     $ 2,139     $ 38     $     $ 12,731  

Collectively evaluated for impairment

    1,185,929       206,851       409,538       156,581       595,358       28,447       59,478       2,642,182  

Purchased credit-impaired(1)

    9,937       95                   1,706                   11,738  

Total

  $ 1,197,936     $ 208,480     $ 416,488     $ 156,581     $ 599,203     $ 28,485     $ 59,478     $ 2,666,651  

As of December 31, 2016

                                                               

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 1,576     $ 2,354     $ 7,266     $     $ 2,946     $ 31     $     $ 14,173  

Collectively evaluated for impairment

    1,098,788       205,540       406,271       141,964       575,055       25,310       55,892       2,508,820  

Purchased credit-impaired(1)

    10,534       105       3             1,790                   12,432  

Total

  $ 1,110,898     $ 207,999     $ 413,540     $ 141,964     $ 579,791     $ 25,341     $ 55,892     $ 2,535,425  

 

(1)

Purchased credit-impaired loans are evaluated for impairment on an individual basis.

   

 
Page 18

Table of Contents
 

 

The following table details the allocation of the Allowance for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $ 3     $ 87     $     $     $ 14     $     $     $ 104  

Collectively evaluated for impairment

    6,608       1,211       1,664       1,111       4,813       163       700             16,270  

Total

  $ 6,608     $ 1,214     $ 1,751     $ 1,111     $ 4,813     $ 177     $ 700     $     $ 16,374  

As of December 31, 2016

                                                                       

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $     $ 45     $     $ 5     $ 8     $     $     $ 58  

Collectively evaluated for impairment

    6,227       1,255       1,844       2,233       5,137       145       559             17,400  

Total

  $ 6,227     $ 1,255     $ 1,889     $ 2,233     $ 5,142     $ 153     $ 559     $     $ 17,458  

  

 

The following table details the carrying value for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home

Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 2,020     $ 1,264     $ 3,684     $     $ 1,075     $ 38     $     $ 8,081  

Collectively evaluated for impairment

    1,055,777       181,267       348,651       156,581       571,797       28,332       59,478       2,401,883  

Total

  $ 1,057,797     $ 182,531     $ 352,335     $ 156,581     $ 572,872     $ 28,370     $ 59,478     $ 2,409,964  

As of December 31, 2016

                                                               

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 1,521     $ 2,319     $ 4,111     $     $ 1,190     $ 31     $     $ 9,172  

Collectively evaluated for impairment

    945,358       176,131       338,157       141,964       549,144       25,169       55,892       2,231,815  

Total

  $ 946,879     $ 178,450     $ 342,268     $ 141,964     $ 550,334     $ 25,200     $ 55,892     $ 2,240,987  

   

 
Page 19

Table of Contents
 

 

The following table details the allocation of the Allowance for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $     $ 25     $     $     $     $     $     $ 25  

Collectively evaluated for impairment

                                                     

Purchased credit-impaired(1)

                                                     

Total

  $     $     $ 25     $     $     $     $     $     $ 25  

As of December 31, 2016

                                                                       

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $     $ 28     $     $     $     $     $     $ 28  

Collectively evaluated for impairment

                                                     

Purchased credit-impaired(1)

                                                     

Total

  $     $     $ 28     $     $     $     $     $     $ 28  

 

(1)

Purchased credit-impaired loans are evaluated for impairment on an individual basis.

   

 

The following table details the carrying value for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

As of June 30, 2017

 

Commercial
Mortgage

   

Home

Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 50     $ 270     $ 3,266     $     $ 1,064     $     $     $ 4,650  

Collectively evaluated for impairment

    130,152       25,584       60,887             23,561       115             240,299  

Purchased credit-impaired(1)

    9,937       95                   1,706                   11,738  

Total

  $ 140,139     $ 25,949     $ 64,153     $     $ 26,331     $ 115     $     $ 256,687  

As of December 31, 2016

                                                               

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 55     $ 35     $ 3,155     $     $ 1,756     $         $ 5,001  

Collectively evaluated for impairment

    153,430       29,409       68,114             25,911       141             277,005  

Purchased credit-impaired(1)

    10,534       105       3             1,790                   12,432  

Total

  $ 164,019     $ 29,549     $ 71,272     $     $ 29,457     $ 141         $ 294,438  

  

(1)     Purchased credit-impaired loans are evaluated for impairment on an individual basis. 

 

 
Page 20

Table of Contents
 

 

As part of the process of determining the Allowance for the different segments of the loan and lease portfolio, Management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house staff as well as external loan reviewers. The result of these reviews is reflected in the risk grade assigned to each loan. These internally assigned grades are as follows:

 

Pass – Loans considered satisfactory with no indications of deterioration.

 

Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

In addition, for the remaining segments of the loan and lease portfolio, which include residential mortgage, home equity lines and loans, consumer, and leases, the credit quality indicator used to determine this component of the Allowance is based on performance status.

 

The following tables detail the carrying value of all portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of June 30, 2017 and December 31, 2016:

 

   

Credit Risk Profile by Internally Assigned Grade

 

(dollars in thousands)

 

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 
   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

 

Pass

  $ 1,186,673     $ 1,099,557     $ 154,580     $ 140,370     $ 592,072     $ 570,342     $ 1,933,325     $ 1,810,269  

Special Mention

          1,892                   1,150       2,315       1,150       4,207  

Substandard

    11,263       9,449       2,001       1,594       5,693       5,512       18,957       16,555  

Doubtful

                            288       1,622       288       1,622  

Total

  $ 1,197,936     $ 1,110,898     $ 156,581     $ 141,964     $ 599,203     $ 579,791     $ 1,953,720     $ 1,832,653  

 

 

Credit Risk Profile by Payment Activity

 

(dollars in thousands)

 

Residential Mortgage

   

Home Equity Lines and Loans

   

Consumer

   

Leases

   

Total

 
   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31,  2016

   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

 

Performing

  $ 413,899     $ 410,882     $ 206,945     $ 205,710     $ 28,475     $ 25,339     $ 59,305     $ 55,755     $ 708,624     $ 697,686  

Non-performing

    2,589       2,658       1,535       2,289       10       2       173       137       4,307       5,086  

Total

  $ 416,488     $ 413,540     $ 208,480     $ 207,999     $ 28,485     $ 25,341     $ 59,478     $ 55,892     $ 712,931     $ 702,772  

 

 

The following tables detail the carrying value of originated portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of June 30, 2017 and December 31, 2016:

 

   

Credit Risk Profile by Internally Assigned Grade

 

(dollars in thousands)

 

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 
   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

 

Pass

  $ 1,047,903     $ 936,737     $ 154,580     $ 140,370     $ 569,149     $ 544,876     $ 1,771,632     $ 1,621,983  

Special Mention

          1,892                   1,107       2,279       1,107       4,171  

Substandard

    9,894       8,250       2,001       1,594       2,491       3,054       14,386       12,898  

Doubtful

                            125       125       125       125  

Total

  $ 1,057,797     $ 946,879    

156,581

    $ 141,964     $ 572,872     $ 550,334     $ 1,787,250     $ 1,639,177  

 

 
Page 21

Table of Contents
 

 

Credit Risk Profile by Payment Activity

 

(dollars in thousands)

 

Residential Mortgage

   

Home Equity Lines and Loans

   

Consumer

   

Leases

   

Total

 
   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

   

June 30,

2017

   

December

31, 2016

 

Performing

  $ 351,038     $ 340,615     $ 181,347     $ 176,281     $ 28,360     $ 25,198     $ 59,305     $ 55,755     $ 620,050     $ 597,849  

Non-performing

    1,297       1,653       1,184       2,169       10       2       173       137       2,664       3,961  

Total

  $ 352,335     $ 342,268     $ 182,531     $ 178,450     $ 28,370     $ 25,200     $ 59,478     $ 55,892     $ 622,714     $ 601,810  

 

 

The following tables detail the carrying value of acquired portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of June 30, 2017 and December 31, 2016:

 

   

Credit Risk Profile by Internally Assigned Grade

 

(dollars in thousands)

 

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 
   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

 

Pass

  $ 138,770     $ 162,820     $     $     $ 22,923     $ 25,466     $ 161,693     $ 188,286  

Special Mention

                            43       36       43       36  

Substandard

    1,369       1,199                   3,202       2,458       4,571       3,657  

Doubtful

                            163       1,497       163       1,497  

Total

  $ 140,139     $ 164,019     $     $     $ 26,331     $ 29,457     $ 166,470     $ 193,476  

 

 

Credit Risk Profile by Payment Activity

 

(dollars in thousands)

 

Residential Mortgage

   

Home Equity Lines and Loans

   

Consumer

   

Total

 
   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

   

June 30, 2017

   

December

31, 2016

 

Performing

  $ 62,861     $ 70,267     $ 25,598     $ 29,429     $ 115     $ 141     $ 88,574     $ 99,837  

Non-performing

    1,292       1,005       351       120                   1,643       1,125  

Total

  $ 64,153     $ 71,272     $ 25,949     $ 29,549     $ 115     $ 141     $ 90,217     $ 100,962  

 

 

G. Troubled Debt Restructurings (“TDRs”)

 

The restructuring of a loan is considered a “troubled debt restructuring” if both of the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the creditor has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan, and (e) for leases, a reduced lease payment. A less common concession granted is the forgiveness of a portion of the principal.

 

The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower, were a concession not granted. Similarly, the determination of whether a concession has been granted is very subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender.

 

The following table presents the balance of TDRs as of the indicated dates:

 

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

TDRs included in nonperforming loans and leases

  $ 2,470     $ 2,632  

TDRs in compliance with modified terms

    6,148       6,395  

Total TDRs

  $ 8,618     $ 9,027  

 

 
Page 22

Table of Contents
 

 

The following table presents information regarding loan and lease modifications categorized as TDRs for the three months ended June 30, 2017:

 

   

For the Three Months Ended June 30, 2017

 

(dollars in thousands)

 

Number of Contracts

   

Pre-Modification

Outstanding Recorded

Investment

   

Post-Modification

Outstanding Recorded

Investment

 

Leases

    2     59     59  

Total

    2     $ 59     $ 59  

 

 

The following table presents information regarding the types of loan and lease modifications made for the three months ended June 30, 2017:

 

   

Number of Contracts for the Three Months Ended June 30, 2017

 
   

Interest

Rate

Change

   

Loan Term

Extension

   

Interest Rate

Change and

Term Extension

   

Interest Rate

Change

and/or

Interest-Only

Period

   

Contractual

Payment Reduction

(Leases only)

   

Forgiveness

of Interest

   

Forgiveness

of Principal

 

Leases

                            2              

Total

                            2              

 

 

The following table presents information regarding loan and lease modifications categorized as TDRs for the six months ended June 30, 2017:

 

   

For the Six Months Ended June 30, 2017

 

(dollars in thousands)

 

Number of Contracts

   

Pre-Modification

Outstanding Recorded

Investment

   

Post-Modification

Outstanding Recorded

Investment

 

Home equity loans and lines

    1     $ 8     $ 8  

Residential mortgage

    1       194       202  

Leases

    5       121       121  

Total

    7     $ 323     $ 331  

 

 

The following table presents information regarding the types of loan and lease modifications made for the six months ended June 30, 2017:

 

   

Number of Contracts for the Six Months Ended June 30, 2017

 
   

Interest

Rate

Change

   

Loan Term

Extension

   

Interest Rate Change and

Term Extension

   

Interest Rate Change

and/or

Interest-Only Period

   

Contractual Payment

Reduction

(Leases only)

   

Forgiveness

of Interest

   

Forgiveness

of Principal

 

Home equity loans and lines

          1                                

Residential mortgage

                1                          

Leases

                            5              

Total

          1       1             5              

 

During the three and six months ended June 30, 2017, there were no defaults of loans or leases that had been previously modified to troubled debt restructurings. 

 

 
Page 23

Table of Contents
 

 

H. Impaired Loans

 

The following tables detail the recorded investment and principal balance of impaired loans by portfolio segment, their related Allowance and interest income recognized as of the dates or for the periods indicated:

 

(dollars in thousands)

 

As of or for the three months ended June 30, 2017

 

Recorded
Investment
(2)

   

Principal
Balance

   

Related
Allowance

   

Average
Principal
Balance

   

Interest
Income
Recognized

   

Cash-Basis
Interest
Income
Recognized

 

Impaired loans with related Allowance:

                                               

Home equity lines and loans

  $ 21     $ 21     $ 3     $ 21     $     $  

Residential mortgage

    1,578       1,578       112       1,581       20        

Consumer

    38       38       14       38              

Total

  $ 1,637     $ 1,637     $ 129     $ 1,640     $ 20     $  
                                                 

Impaired loans without related Allowance(1) (3):

                                               

Commercial mortgage

  $ 2,071     $ 2,106     $     $ 2,113     $ 15     $  

Home equity lines and loans

    1,514       2,054             1,536       1        

Residential mortgage

    5,371       5,712             5,496       36        

Commercial and industrial

    2,140       ,2,796             2,338       3        

Total

  $ 11,096     $ 12,668     $     $ 11,483     $ 55     $  
                                                 

Grand total

  $ 12,733     $ 14,305     $ 129     $ 13,123     $ 75     $  

 

(1)

The table above does not include the recorded investment of $379 thousand of impaired leases without a related Allowance.

(2)

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

(3)

This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

 

 

 

(dollars in thousands)

 

As of or for the six months ended June 30, 2017

 

Recorded
Investment
(2)

   

Principal
Balance

   

Related
Allowance

   

Average
Principal
Balance

   

Interest
Income
Recognized

   

Cash-Basis
Interest
Income
Recognized

 

Impaired loans with related Allowance:

                                               

Home equity lines and loans

  $ 21     $ 21     $ 3     $ 21     $ 1     $  

Residential mortgage

    1,578       1,578       112       1,585       41        

Consumer

    38       38       14       39       1        

Total

  $ 1,637     $ 1,637     $ 129     $ 1,645     $ 43     $  
                                                 

Impaired loans without related Allowance(1) (3):

                                               

Commercial mortgage

  $ 2,071     $ 2,106     $     $ 2,117     $ 39     $  

Home equity lines and loans

    1,514       2,054             1,579       3        

Residential mortgage

    5,371       5,712             5,521       76        

Commercial and industrial

    2,140       ,2,796             2,367       6        

Total

  $ 11,096     $ 12,668     $     $ 11,584     $ 124     $  
                                                 

Grand total

  $ 12,733     $ 14,305     $ 129     $ 13,229     $ 167     $  

 

(1)

The table above does not include the recorded investment of $379 thousand of impaired leases without a related Allowance.

(2)

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

(3)

This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

 

 

 

 
Page 24

Table of Contents
 

 

(dollars in thousands)

 

As of or for the three months ended June 30, 2016

 

Recorded
Investment
(2)

   

Principal
Balance

   

Related
Allowance

   

Average
Principal
Balance

   

Interest
Income
Recognized

   

Cash-Basis
Interest
Income
Recognized

 

Impaired loans with related Allowance:

                                               

Residential mortgage

  $ 626     $ 626     $ 74     $ 640     $ 7     $  

Commercial and industrial

    1,874       1,874       519       1,941       1        

Consumer

    32       32       7       32              

Total

  $ 2,532     $ 2,532     $ 600     $ 2,613     $ 8     $  
                                                 

Impaired loans without related Allowance(1) (3):

                                               

Commercial mortgage

  $ 139     $ 139     $     $ 142     $ 1     $  

Home equity lines and loans

    3,082       3,400             3,568       2        

Residential mortgage

    6,840       7,169             8,041       52        

Commercial and industrial

    1,702       2,309             2,636       1        

Consumer

    2       2             2              

Total

  $ 11,765     $ 13,019     $     $ 14,389     $ 56     $  
                                                 

Grand total

  $ 14,297     $ 15,551     $ 600     $ 17,002     $ 64     $  

 

(1)

The table above does not include the recorded investment of $161 thousand of impaired leases without a related Allowance.

(2)

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

(3)

This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

 

(dollars in thousands)

 

As of or for the six months ended June 30, 2016

 

Recorded
Investment
(2)

   

Principal
Balance

   

Related
Allowance

   

Average
Principal
Balance

   

Interest
Income
Recognized

   

Cash-Basis
Interest
Income
Recognized

 

Impaired loans with related Allowance:

                                               

Residential mortgage

  $ 626     $ 626     $ 74     $ 641     $ 14     $  

Commercial and industrial

    1,874       1,874       519       1,965       3        

Consumer

    32       32       7       32       1        

Total

  $ 2,532     $ 2,532     $ 600     $ 2,638     $ 18     $  
                                                 

Impaired loans without related Allowance(1) (3):

                                               

Commercial mortgage

  $ 139     $ 139     $     $ 143     $ 1     $  

Home equity lines and loans

    3,082       3,400             3,578       19        

Residential mortgage

    6,840       7,169             7,723       106        

Commercial and industrial

    1,702       2,309             3,079       2        

Consumer

    2       2             2              

Total

  $ 11,765     $ 13,019     $     $ 14,525     $ 128     $  
                                                 

Grand total

  $ 14,297     $ 15,551     $ 600     $ 17,163     $ 146     $  

 

(1)

The table above does not include the recorded investment of $161 thousand of impaired leases without a related Allowance.

(2)

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

(3)

This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

  

(dollars in thousands)

As of December 31, 2016

 

Recorded

Investment(2)

   

Principal

Balance

   

Related

Allowance

 

Impaired loans with related allowance:

                       

Residential mortgage

  $ 622     $ 622     $ 73  

Commercial and industrial

    84       84       5  

Consumer

    31       31       8  

Total

  $ 737     $ 737     $ 86  
                         

Impaired loans(1)(3) without related allowance:

                       

Commercial mortgage

  $ 1,577     $ 1,577     $  

Home equity lines and loans

    2,354       2,778        

Residential mortgage

    6,644       6,970        

Commercial and industrial

    2,862       3,692        

Total

  $ 13,437     $ 15,017     $  

Grand total

  $ 14,174     $ 15,754     $ 86  

  

(1)

The table above does not include the recorded investment of $240 thousand of impaired leases without a related Allowance.

(2)

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

(3)

This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

  

 
Page 25

Table of Contents
 

 

I. Loan Mark

 

Loans acquired in mergers and acquisitions are recorded at fair value as of the date of the transaction. This adjustment to the acquired principal amount is referred to as the “Loan Mark”. With the exception of purchased credit impaired loans, whose Loan Mark is accounted for under ASC 310-30, the Loan Mark is amortized or accreted as an adjustment to yield over the lives of the loans. The following tables detail, for acquired loans, the outstanding principal, remaining loan mark, and recorded investment, by portfolio segment, as of the dates indicated:

 

 

(dollars in thousands)

 

As of June 30, 2017

 
   

Outstanding

Principal

   

Remaining Loan

Mark

   

Recorded

Investment

 

Commercial mortgage

  $ 144,148     $ (4,009

)

  $ 140,139  

Home equity lines and loans

    27,522       (1,573

)

    25,949  

Residential mortgage

    66,501       (2,348

)

    64,153  

Commercial and industrial

    29,464       (3,133

)

    26,331  

Consumer

    136       (21

)

    115  

Total

  $ 267,771     $ (11,084

)

  $ 256,687  

 

 

(dollars in thousands)

 

As of December 31, 2016

 
   

Outstanding

Principal

   

Remaining Loan

Mark

   

Recorded

Investment

 

Commercial mortgage

  $ 168,612     $ (4,593

)

  $ 164,019  

Home equity lines and loans

    31,236       (1,687

)

    29,549  

Residential mortgage

    73,902       (2,630

)

    71,272  

Commercial and industrial

    32,812       (3,355

)

    29,457  

Consumer

    163       (22

)

    141  

Total

  $ 306,725     $ (12,287

)

  $ 294,438  

 

 

 

Note 6 - Deposits

 

The following table details the components of deposits:

 

(dollars in thousands)

 

June 30, 2017

   

December 31,

2016

 
                 

Interest-bearing checking accounts

  $ 381,345     $ 379,424  

Money market accounts

    729,859       761,657  

Savings accounts

    254,903       232,193  

Wholesale non-maturity deposits

    54,675       74,272  

Wholesale time deposits

    120,524       73,037  

Time deposits

    321,982       322,912  

Total interest-bearing deposits

    1,863,288       1,843,495  

Non-interest-bearing deposits

    818,475       736,180  

Total deposits

  $ 2,681,763     $ 2,579,675  

 

Note 7 - Borrowings 

 

A. Short-term borrowings 

 

The Corporation’s short-term borrowings (original maturity of one year or less), which consist of a revolving line of credit with a correspondent bank, funds obtained from overnight repurchase agreements with commercial customers, FHLB advances with original maturities of one year or less and overnight fed funds, are detailed below.

 

A summary of short-term borrowings is as follows:

 

(dollars in thousands)

 

June 30, 2017

   

December 31, 2016

 

Repurchase agreements* – commercial customers

  $ 18,295     $ 39,151  

Short-term FHLB advances

    112,000       165,000  

Overnight federal funds

           

Total short-term borrowings

  $ 130,295     $ 204,151  

* overnight repurchase agreements with no expiration date

 

 

 
Page 26

Table of Contents
 

 

The following table sets forth information concerning short-term borrowings:

 

(dollars in thousands)

 

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Balance at period-end

  $ 130,295     $ 19,119     $ 130,295     $ 19,119  

Maximum amount outstanding at any month-end

    130,295       54,715       130,295       54,715  

Average balance outstanding during the period

    98,869       32,328       73,378       33,243  

Weighted-average interest rate:

                               

As of period-end

    1.11

%

    0.10

%

    1.11

%

    0.10 %

Paid during the period

    0.96

%

    0.25

%

    0.72

%

    0.22 %

 

B. Long-term FHLB Advances

 

The Corporation’s long-term FHLB advances is comprised of advances from the FHLB with original maturities of greater than one year.

 

The following table presents the remaining periods until maturity of the long-term FHLB advances:

  

(dollars in thousands)

 

June 30,

2017

   

December 31,

2016

 

Within one year

  $ 91,441     $ 75,000  

Over one year through five years

    73,240       114,742  

Total

  $ 164,681     $ 189,742  

 

 

 

The following table presents rate and maturity information on long-term FHLB advances:

 

(dollars in thousands)

 

Maturity Range(1)

   

Weighted

   

Coupon Rate(1)

   

Balance

 

Description

 

From

  To    

Average

Rate(1)

   

From

    To    

June 30,

2017

   

December 31,

2016

 

Bullet maturity – fixed rate

 

08/09/2017

 

12/19/2020

      1.50

%

    0.95

%

    2.13

%

  $ 128,612     $ 153,612  

Bullet maturity – variable rate

 

11/28/2017

 

11/28/2017

      1.35

%

    1.35

%

    1.35

%

    15,000       15,000  

Convertible-fixed(2)

 

01/03/2018

 

08/20/2018

      2.94

%

    2.58

%

    3.50

%

    21,069       21,130  

Total

                                  $ 164,681     $ 189,742  

 

(1)Maturity range, weighted average rate and coupon rate range refers to June 30, 2017 balances
(2)
FHLB advances whereby the FHLB has the option, at predetermined times, to convert the fixed interest rate to an adjustable interest rate indexed to the London Interbank Offered Rate (“LIBOR”). The Corporation has the option to prepay these advances, without penalty, if the FHLB elects to convert the interest rate to an adjustable rate. As of June 30, 2017, substantially all FHLB advances with this convertible feature are subject to conversion in fiscal 2017. These advances are included in the maturity ranges in which they mature, rather than the period in which they are subject to conversion.

 

C. Other Borrowings Information 

 

As of June 30, 2017 the Corporation had a maximum borrowing capacity with the FHLB of $1.24 billion, of which the unused capacity was $1.01 billion. In addition, there were unused capacities of $79.0 million in overnight federal funds lines, $116.4 million of Federal Reserve Discount Window borrowings and $5.0 million in a revolving line of credit from a correspondent bank as of June 30, 2017. In connection with its FHLB borrowings, the Corporation is required to hold the capital stock of the FHLB. The amount of FHLB capital stock held was $15.2 million and $17.3 million as of June 30, 2017 and December 31, 2016, respectively. The carrying amount of the FHLB capital stock approximates its redemption value.

 

Note 8 – Stock-Based Compensation

 

A. General Information 

 

Prior to April 25, 2007, all shares authorized for grant as stock-based compensation were limited to grants of stock options. On April 25, 2007, the shareholders of the Corporation approved the Corporation’s “2007 Long-Term Incentive Plan” (the “2007 LTIP”) under which a total of 428,996 shares of the Corporation’s common stock were made available for award grants. On April 28, 2010, the shareholders of the Corporation approved the Corporation’s “2010 Long Term Incentive Plan” (the “2010 LTIP”) under which a total of 445,002 shares of the Corporation’s common stock were made available for award grants. On April 30, 2015, the shareholders of the Corporation approved the Amended and Restated Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan (the “Amended 2010 LTIP”), under which the total number of shares of Corporation Common Stock made available for award grants was increased by 500,000 shares to 945,002 shares.

 

 

 
Page 27

Table of Contents
 

 

In addition to the shareholder-approved plans mentioned in the preceding paragraph, the Corporation periodically authorizes grants of stock-based compensation as inducement awards to new employees. This type of award does not require shareholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules.

 

Equity awards are authorized to be in the form of, among others, options to purchase the Corporation’s common stock, restricted stock awards or units (“RSAs” or “RSUs”) and performance stock awards or units (“PSAs” or “PSUs”).

 

RSAs and RSUs have a restriction based on the passage of time. The grant date fair value of the RSAs and RSUs is based on the closing price on the date of the grant.

 

PSAs and PSUs have a restriction based on the passage of time and also have a restriction based on a performance criteria. The performance criteria may be a market-based criteria measured by the Corporation’s total shareholder return (“TSR”) relative to the performance of the community bank index or a bank peer group for the respective period. The fair value of the PSAs and PSUs based on the Corporation’s TSR relative to the performance of the community bank index is calculated using the Monte Carlo Simulation method. The performance criteria may also be based on a non-market-based criteria such as return on average equity. The grant date fair value of these PSUs and PSAs is based on the closing price of the Corporation’s stock on the date of the grant. PSU and PSA grants may have a vesting percent ranging from 0% to 150%.

 

B. Stock Options

 

Stock-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of stock option grants is determined using the Black-Scholes pricing model. The assumptions necessary for the calculation of the fair value are expected life of options, annual volatility of stock price, risk-free interest rate and annual dividend yield.

 

 

The following table provides information about options outstanding for the three months ended June 30, 2017:

 

   

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average Grant

Date Fair

Value

 

Options outstanding, March 31, 2017

    155,845     $ 20.80     $ 4.86  

Forfeited

        $     $  

Expired

        $     $  

Exercised

    (16,011

)

  $ 22.17     $ 4.96  

Options outstanding, June 30, 2017

    139,834     $ 20.65     $ 4.85  

 

 

The following table provides information about options outstanding for the six months ended June 30, 2017:

 

   

Shares

   

Weighted

Average

Exercise Price

   

Weighted

Average Grant

Date Fair

Value

 

Options outstanding, December 31, 2016

    185,023     $ 21.04     $ 4.88  

Forfeited

        $     $  

Expired

        $     $  

Exercised

    (45,189

)

  $ 22.25     $ 4.97  

Options outstanding, June 30, 2017

    139,834     $ 20.65     $ 4.85  

 

 

As of June 30, 2017, there were no unvested stock options.

 

For the three and six months ended June 30, 2017, the Corporation did not recognize any expense related to stock options. As of June 30, 2017, there was no unrecognized expense related to stock options.

 

 

 
Page 28

Table of Contents
 

 

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised during the three and six months ended June 30, 2017 and 2016 are detailed below:

 

 

Three Months Ended June 30,

   

Six Months Ended June 30,

 
(dollars in thousands)  

2017

   

2016

   

2017

   

2016

 

Proceeds from exercise of stock options

  $ 355     $ 363     $ 1,005     $ 647  

Related tax benefit recognized

    86       13       227       13  

Net proceeds of options exercised

  $ 441     $ 376     $ 1,232     $ 660  

Intrinsic value of options exercised

  $ 326     $ 124     $ 874     $ 255  

 

The following table provides information about options outstanding and exercisable at June 30, 2017:

 

(dollars in thousands, except exercise price)

 

Outstanding

   

Exercisable

 

Number of shares

    139,834       139,834  

Weighted average exercise price

  $ 20.65     $ 20.65  

Aggregate intrinsic value

  $ 3,055     $ 3,055  

Weighted average contractual term in years

    1.6       1.6  

 

 

C. Restricted Stock Awards and Performance Stock Awards

 

The Corporation has granted RSAs, RSUs, PSAs and PSUs under the 2007 LTIP, 2010 LTIP and Amended 2010 LTIP.

 

RSAs and RSUs

 

The compensation expense for the RSAs and RSUs is measured based on the market price of the stock on the day prior to the grant date and is recognized on a straight line basis over the vesting period.

 

For the three and six months ended June 30, 2017, the Corporation recognized $143 thousand and $323 thousand, respectively, of expense related to the Corporation’s RSAs and RSUs. As of June 30, 2017, there was $1.0 million of unrecognized compensation cost related to RSAs and RSUs. This cost will be recognized over a weighted average period of 2.1 years.

 

The following table details the unvested RSAs and RSUs for the three and six months ended June 30, 2017:

 

   

Three Months Ended

June 30, 2017

   

Six Months Ended

June 30, 2017

 
   

Number of

Shares

   

Weighted

Average

Grant Date

Fair Value

   

Number of Shares

   

Weighted

Average Grant

Date Fair Value

 

Beginning balance

    59,862     $ 29.86       58,862     $ 29.57  

Granted

    4,200     $ 40.65       6,200     $ 39.96  

Vested

    (5,300

)

  $ 27.38       (6.300

)

  $ 27.80  

Forfeited

    (3,500

)

  $ 29.33       (3,500

)

  $ 29.33  

Ending balance

    55,262     $ 30.95       55,262     $ 30.95  

 

 

For the three and six months ended June 30, 2017, the Corporation recorded $27 thousand and $31 thousand, respectively, of excess tax benefits related to the vesting of RSAs and RSUs.

 

 

PSAs and PSUs 

 

The compensation expense for PSAs and PSUs is measured based on the grant date fair value as calculated using the Monte Carlo Simulation method.

 

For the three and six months ended June 30, 2017, the Corporation recognized $288 thousand and $592 thousand, respectively, of expense related to the PSAs and PSUs. As of June 30, 2017, there was $1.4 million of unrecognized compensation cost related to PSAs. This cost will be recognized over a weighted average period of 1.7 years.

 

 

 
Page 29

Table of Contents
 

 

The following table details the unvested PSAs and PSUs for the three and six months ended June 30, 2017:

 

   

Three Months Ended

June 30, 2017

   

Six Months Ended

June 30, 2017

 
   

Number of

Shares

   

Weighted

Average

Grant Date

Fair Value

   

Number of

Shares

   

Weighted

Average Grant

Date Fair Value

 

Beginning balance

    192,844     $ 18.77       192,844     $ 18.77  

Granted

        $           $  

Vested

        $           $  

Forfeited

        $           $  

Ending balance

    192,844     $ 18.77       192,844     $ 18.77  

 

Note 9 - Pension and Other Post-Retirement Benefit Plans 

 

The Corporation has two defined benefit pension plans (“SERP I” and “SERP II”), both of which are non-qualified plans which are restricted to certain senior officers of the Corporation.

 

SERP I provides each participant with the equivalent pension benefit provided by a previously settled qualified defined benefit plan on any compensation and bonus deferrals that exceed the IRS limit applicable to such plan.

 

On February 12, 2008, the Corporation amended SERP I to freeze further increases in the defined-benefit amounts to all participants, effective March 31, 2008.

 

On April 1, 2008, the Corporation added SERP II, a non-qualified defined-benefit plan which was restricted to certain senior officers of the Corporation. Effective January 1, 2013, the Corporation curtailed SERP II, as further increases to the defined-benefit amounts to over 20% of the participants were frozen.

 

The Corporation also has a postretirement medical benefit plan (“PRBP”) that covers or will cover a portion of health insurance costs of certain retired employees and a group of current employees. The PRBP was closed to new participants in 1994. In 2007, the Corporation amended the PRBP to allow for settlement of obligations to certain current and retired employees. Certain retired participant obligations were settled in 2007 and current employee obligations were settled in 2008.

 

The following tables provide details of the components of the net periodic benefits cost (benefit) for the three and six months ended June 30, 2017 and 2016:

 

   

Three Months Ended June 30,

 
   

SERP I and SERP II

   

PRBP

 

(dollars in thousands)

 

2017

   

2016

   

2017

   

2016

 

Service cost

  $     $     $     $  

Interest cost

    44       46       3       5  

Expected return on plan assets

                       

Amortization of prior service costs

                       

Amortization of net loss

    15       14       9       10  

Net periodic benefit cost

  $ 59     $ 60     $ 12     $ 15  

 

 

   

Six Months Ended June 30,

 
   

SERP I and SERP II

   

PRBP

 

(dollars in thousands)

 

2017

   

2016

   

2017

   

2016

 

Service cost

  $     $     $     $  

Interest cost

    88       92       6       9  

Expected return on plan assets

                       

Amortization of prior service costs

                       

Amortization of net loss

    29       28       18       20  

Net periodic benefit cost

  $ 117     $ 120     $ 24     $ 29  

 

 

SERP I and SERP II: The Corporation contributed $65 thousand and $130 thousand during the three and six months ended June 30, 2017, respectively, and is expected to contribute an additional $130 thousand to the SERP I and SERP II plans for the remaining six months of 2017.

 

 

 
Page 30

Table of Contents
 

 

PRBP: In 2005, the Corporation capped the maximum annual payment under the PRBP at 120% of the 2005 benefit. This maximum was reached in 2008 and the cap is not expected to be increased above this level.

 

Note 10 - Segment Information 

 

FASB Codification 280 – “Segment Reporting” identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criterion set forth in this codification to the results of its operations.

 

The Corporation’s Banking segment consists of commercial and retail banking. The Banking segment is evaluated as a single strategic unit which generates revenues from a variety of products and services. The Banking segment generates interest income from its lending (including leasing) and investing activities and is dependent on the gathering of lower cost deposits from its branch network or borrowed funds from other sources for funding its loans, resulting in the generation of net interest income. The Banking segment also derives revenues from other sources including gains on the sale of available for sale investment securities, gains on the sale of residential mortgage loans, service charges on deposit accounts, cash sweep fees, overdraft fees, BOLI income and interchange revenue associated with its Visa Check Card offering.

 

The Wealth Management segment has responsibility for a number of activities within the Corporation, including trust administration, other related fiduciary services, custody, investment management and advisory services, employee benefits and IRA administration, estate settlement, tax services and brokerage. Bryn Mawr Trust of Delaware and Lau Associates are included in the Wealth Management segment of the Corporation since they have similar economic characteristics, products and services to those of the Wealth Management Division of the Corporation. Powers Craft Parker and Beard (“PCPB”), which was merged with the Corporation’s existing insurance subsidiary, Insurance Counsellors of Bryn Mawr (“ICBM”), and the Robert J. McAllister agency (“RJM”), which was acquired on April 1, 2015, now operate under the Powers Craft Parker and Beard, Inc. name. The Wealth Management Division has assumed oversight responsibility for all insurance services of the Corporation. Prior to the PCPB and RJM acquisitions, ICBM was reported through the Banking segment. Any adjustments to prior year figures are immaterial and are not reflected in the tables below.

 

The following tables detail segment information for the three and six months ended June 30, 2017 and 2016:

 

 

   

Three Months Ended June 30, 2017

   

Three Months Ended June 30, 2016

 

(dollars in thousands)

 

Banking

   

Wealth Management

   

Consolidated

   

Banking

   

Wealth Management

   

Consolidated

 
                                                 

Net interest income

  $ 27,964     $ 1     $ 27,965     $ 26,626     $ 1     $ 26,627  

Less: loan loss provision

    (83

)

          (83

)

    445             445  

Net interest income after loan loss provision

    28,047       1       28,048       26,181       1       26,182  

Other income:

                                               

Fees for wealth management services

          9,807       9,807             9,431       9,431  

Service charges on deposit accounts

    630             630       713             713  

Loan servicing and other fees

    519             519       539             539  

Net (loss) gain on sale of loans

    520             520       857             857  

Net gain on sale of available for sale securities

                      (43

)

          (43

)

Net (loss) gain on sale of other real estate owned

    (12

)

          (12

)

                 

Insurance commissions

          943       943             845       845  

Other operating income

    2,329       49       2,378       1,411       28       1,439  

Total other income

    3,986       10,799       14,785       3,477       10,304       13,781  
                                                 

Other expenses:

                                               

Salaries & wages

    9,284       4,296       13,580       8,282       3,915       12,197  

Employee benefits

    1,492       983       2,475       1,590       846       2,436  

Occupancy & equipment

    1,849       398       2,247       1,971       396       2,367  

Amortization of intangible assets

    196       491       687       218       671       889  

Professional fees

    1,031       18       1,049       897       49       946  

Other operating expenses

    7,418       1,039       8,457       6,281       1,104       7,385  

Total other expenses

    21,270       7,225       28,495       19,239       6,981       26,220  

Segment profit

    10,763       3,575       14,338       10,419       3,324       13,743  

Intersegment (revenues) expenses*

    (112

)

    112             (99

)

    99        

Pre-tax segment profit after eliminations

  $ 10,651     $ 3,687     $ 14,338     $ 10,320     $ 3,423     $ 13,743  

% of segment pre-tax profit after eliminations

    74.3

%

    25.7

%

    100.0

%

    75.1

%

    24.9

%

    100.0

%

Segment assets (dollars in millions)

  $ 3,387     $ 51     $ 3,438     $ 3,042     $ 48     $ 3,090  

 

 

 
Page 31

Table of Contents
 

 

   

Six Months Ended June 30, 2017

   

Six Months Ended June 30, 2016

 

(dollars in thousands)

 

Banking

   

Wealth Management

   

Consolidated

   

Banking

   

Wealth Management

   

Consolidated

 
                                                 

Net interest income

  $ 55,366     $ 2     $ 55,368     $ 52,528     $ 1     $ 52,529  

Less: loan loss provision

    208             208       1,855             1,855  

Net interest income after loan loss provision

    55,158       2       55,160       50,673       1       50,674  

Other income:

                                               

Fees for wealth management services

          19,110       19,110             18,263       18,263  

Service charges on deposit accounts

    1,277             1,277       1,415             1,415  

Loan servicing and other fees

    1,022             1,022       1,031             1,031  

Net (loss) gain on sale of loans

    1,149             1,149       1,562             1,562  

Net gain on sale of available for sale securities

    1             1       (58

)

          (58

)

Net (loss) gain on sale of other real estate owned

    (12

)

          (12

)

    (76

)

          (76

)

Insurance commissions

          1,706       1,706             2,121       2,121  

Other operating income

    3,662       97       3,759       2,612       64       2,676  

Total other income

    7,099       20,913       28,012       6,486       20,448       26,934  
                                                 

Other expenses:

                                               

Salaries & wages

    17,915       8,115       26,030       16,179       7,756       23,935  

Employee benefits

    3,119       1,915       5,034       3,235       1,686       4,921  

Occupancy & equipment

    3,976       797       4,773       4,054       801       4,855  

Amortization of intangible assets

    392       988       1,380       438       1,342       1,780  

Professional fees

    1,712       48       1,760       1,696       63       1,759  

Other operating expenses

    14,113       2,065       16,178       11,998       1,968       13,966  

Total other expenses

    41,227       13,928       55,155       37,600       13,616       51,216  

Segment profit

     21,030        6,987        28,017       19,559       6,833       26,392  

Intersegment (revenues) expenses*

    (224

)

    224               (198

)

    198        

Pre-tax segment profit after eliminations

  $ 20,806     $ 7,211     $ 28,017     $ 19,361     $ 7,031     $ 26,392  

% of segment pre-tax profit after eliminations

    74.3

%

    25.7

%

    100.0

%

    73.4

%

    26.6

%

    100.0

%

Segment assets (dollars in millions)

  $ 3,387     $ 51     $ 3,438     $ 3,042     $ 48     $ 3,090  

 

*     Inter-segment revenues consist of rental payments, interest on deposits and management fees.

  

Other segment information is as follows:

 

Wealth Management Segment Information  

 

   

(dollars in millions)

 
   

June 30, 2017

   

December 31, 2016

 

Assets under management, administration, supervision and brokerage:

  $ 12,050.6     $ 11,328.5  

  

Note 11 - Mortgage Servicing Rights 

 

The following table summarizes the Corporation’s activity related to mortgage servicing rights (“MSRs”) for the three and six months ended June 30, 2017 and 2016:

 

   

Three Months Ended June 30,

 

(dollars in thousands)

 

2017

   

2016

 

Balance, beginning of period

  $ 5,686     $ 5,183  

Additions

    213       243  

Amortization

    (173

)

    (181

)

Recovery

           

Impairment

    (43

)

    (599

)

Balance, end of period

  $ 5,683     $ 4,646  

Fair value

  $ 6,057     $ 4,646  

  

   

Six Months Ended June 30,

 

(dollars in thousands)

 

2017

   

2016

 

Balance, beginning of period

  $ 5,582     $ 5,142  

Additions

    489       502  

Amortization

    (342

)

    (316

)

Recovery

    2        

Impairment

    (48

)

    (682

)

Balance, end of period

  $ 5,683     $ 4,646  

Fair value

  $ 6,057     $ 4,646  

Residential mortgage loans serviced for others, end of period

  $ 631,888     $ 610,418  

  

 
Page 32

Table of Contents
 

 

As of June 30, 2017 and December 31, 2016, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:

 

(dollars in thousands)

 

June 30, 2017

   

December 31, 2016

 

Fair value amount of MSRs

  $ 6,057     $ 6,154  

Weighted average life (in years)

    5.9       6.3  

Prepayment speeds (constant prepayment rate)*

    11.5

%

    10.2

%

Impact on fair value:

               

10% adverse change

  $ (171

)

  $ (115

)

20% adverse change

  $ (346

)

  $ (238

)

Discount rate

    9.55

%

    9.55

%

Impact on fair value:

               

10% adverse change

  $ (208

)

  $ (225

)

20% adverse change

  $ (401

)

  $ (434

)

  *     Represents the weighted average prepayment rate for the life of the MSR asset.

 

These assumptions and sensitivities are hypothetical and should be used with caution. Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities.

 

 

Note 12 - Goodwill and Other Intangibles 

 

The Corporation’s goodwill and intangible assets related to the acquisitions of Lau Associates, LLC (“Lau”) in July 2008, FKF in July 2010, the Private Wealth Management Group of the Hershey Trust Company (“PWMG”) in May 2011, Davidson Trust Company (“DTC”) in May 2012, the loan and deposit accounts and a branch location of FBD in November 2012, PCPB in October 2014, CBH in January 2015, RJM in April 2015 and Hirshorn in May 2017 are detailed below:

 

(dollars in thousands)

 

Balance

December 31,

2016

   

Additions/

Adjustments

   

Amortization

   

Balance June

30, 2017

   

Amortization
Period

(in years)

 

Goodwill – Wealth

  $ 20,412     $     $     $ 20,412    

Indefinite

 

Goodwill – Banking

    80,783                   80,783    

Indefinite

 

Goodwill – Insurance

    3,570       2,362             5,932    

Indefinite

 

Total

  $ 104,765     $ 2,362     $     $ 107,127              

Core deposit intangible

  $ 3,447     $     $ (368

)

  $ 3,079         10    

Customer relationships

    13,056       2,672       (748

)

    14,980       10 to 20  

Non-compete agreements

    1,634       41       (235

)

    1,440       5 to 10  

Trade name

    2,165       195       (5

)

    2,355    

 

3 to Indefinite  

Domain name

          151             151       Indefinite  

Favorable lease

    103             (24

)

    79    

 

17 to 75 months  

Total

  $ 20,405     $ 3,059     $ (1,380

)

  $ 22,084              

Grand total

  $ 125,170     $ 5,421     $ (1,380

)

  $ 129,211              

 

The Corporation performed its annual review of goodwill and identifiable intangible assets as of October 31, 2016 in accordance with ASC 350, “Intangibles Goodwill and Other.” For the eight months ended June 30, 2017, the Corporation determined there were no events that would necessitate impairment testing of goodwill and other intangible assets.

 

Note 13 – Derivative Instruments and Hedging Activities

 

Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. The Corporation manages these risks as part of its asset and liability management process and through credit policies and procedures. The Corporation seeks to minimize counterparty credit risk by establishing credit limits and collateral agreements and utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The derivative transactions entered into by the Corporation are an economic hedge of a derivative offering to a Bank customer. The Corporation does not use derivative financial instruments for trading purposes.

  

Customer Derivatives – Interest Rate Swaps. The Corporation enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Corporation originates variable-rate loans with customers in addition to interest rate swap agreements, which serve to effectively swap the customers’ variable-rate loans into a fixed-rate loans. The Company then enters into corresponding swap agreements with swap dealer counterparties to economically hedge its exposure on the variable and fixed components of the customer agreements. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. As of June 30, 2017, there were no fair value adjustments related to credit quality.

 

 

 
Page 33

Table of Contents
 

 

The following table details the derivative instruments as of June 30, 2017 and December 31, 2016:

 

   

Asset Derivatives

   

Liability Derivatives

 

(dollars in thousands)

 

Notional

Amount

   

Fair

Value

   

Notional

Amount

   

Fair

Value

 

Derivatives not designated as hedging instruments

                               

As of June 30, 2017:

                               

Customer derivatives – interest rate swaps

  $ 42,977     $ 794     $ 42,977     $ 794  

Total derivatives

  $ 42,977     $ 794     $ 42,977     $ 794  
                                 

As of December 31, 2016:

                               

Customer derivatives – interest rate swaps

  $     $     $     $  

Total derivatives

  $     $     $     $  

 

The Company has an International Swaps and Derivatives Association agreement with a third party that requires a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with the third party at June 30, 2017 and December 31, 2016 was $840 thousand and $0, respectively. The amount of collateral posted with the third party is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with the third party was $794 thousand and $0 as of June 30, 2017 and December 31, 2016, respectively.

 

Note 14 – Accumulated Other Comprehensive Income (Loss)

The following tables detail the components of accumulated other comprehensive income (loss) for the three and six month periods ended June 30, 2017 and 2016:

 

 

(dollars in thousands)

 

Net Change in

Unrealized Gains

on Available-for-

Sale Investment

Securities

   

Net Change in

Unfunded Pension Liability

   

Accumulated

Other

Comprehensive

(Loss) Income

 

Balance, March 31, 2017

  $ (844

)

  $ (1,146

)

  $ (1,990

)

Net change

    411       15       426  

Balance, June 30, 2017

  $ (433

)

  $ (1,131

)

  $ (1,564

)

                         

Balance, March 31, 2016

  $ 2,695     $ (1,193

)

  $ 1,502  

Net change

    970       16       986  

Balance, June 30, 2016

  $ 3,665     $ (1,177

)

  $ 2,488  

 

 

(dollars in thousands)

 

Net Change in

Unrealized Gains

on Available-for-

Sale Investment

Securities

   

Net Change in Unfunded Pension Liability

   

Accumulated Other Comprehensive (Loss) Income

 

Balance, December 31, 2016

  $ (1,231

)

  $ (1,178

)

  $ (2,409

)

Net change

    798       47       845  

Balance, June 30, 2017

  $ (433

)

  $ (1,131

)

  $ (1,564

)

                         

Balance, December 31, 2015

  $ 774     $ (1,186

)

  $ (412

)

Net change

    2,891       9       2,900  

Balance, June 30, 2016

  $ 3,665     $ (1,177

)

  $ 2,488  

 

 

 
Page 34

Table of Contents
 

 

The following table details the amounts reclassified from each component of accumulated other comprehensive loss to each component’s applicable income statement line, for the three and six month periods ended June 30, 2017 and 2016:

 

 

Description of Accumulated Other 

 

Amount Reclassified from Accumulated

Other Comprehensive Loss

 

 

Comprehensive Loss Component  

For The Three Months Ended June 30,

  Affected Income Statement Category
   

2017

   

2016

   

Net unrealized gain on investment securities available for sale:

                 

Realization of loss on sale of investment securities available for sale

  $     $ 43  

Net gain on sale of available for sale investment securities

Less: income tax benefit (expense)

          15  

Less: income tax expense

Net of income tax

  $     $ 28  

Net of income tax

                   

Unfunded pension liability:

                 

Amortization of net loss included in net periodic pension costs*

  $ 24     $ 24  

Employee benefits

Amortization of prior service cost included in net periodic pension costs*

           

Employee benefits

Total expense before income tax benefit

    24       24  

Total expense before income tax benefit

Less: income tax benefit

    8       8  

Less: income tax benefit

Net of income tax

  $ 16     $ 16  

Net of income tax

 

 

Description of Accumulated Other

 

Amount Reclassified from Accumulated

Other Comprehensive Loss

 

 

Comprehensive Loss Component  

For The Six Months Ended June 30,

  Affected Income Statement Category
   

2017

   

2016

   

Net unrealized gain on investment securities available for sale:

                 

Realization of (gain) loss on sale of investment securities available for sale

  $ (1

)

  $ 58  

Net (loss) gain on sale of available for sale investment securities

Less: income tax expense

          20  

Less: income tax expense

Net of income tax

  $ (1

)

  $ 38  

Net of income tax

                   

Unfunded pension liability:

                 

Amortization of net loss included in net periodic pension costs*

  $ 47     $ 48  

Employee benefits

Amortization of prior service cost included in net periodic pension costs*

           

Employee benefits

Total expense before income tax benefit

    47       48  

Total expense before income tax benefit

Less: income tax benefit

    16       17  

Less: income tax benefit

Net of income tax

  $ 31     $ 31  

Net of income tax

 

*Accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 - Pension and Other Post-Retirement Benefit Plans

 

Note 15 - Shareholders’ Equity

 

Dividend

 

On July 20, 2017, the Corporation’s Board of Directors declared a regular quarterly dividend of $0.22 per share payable September 1, 2017 to shareholders of record as of August 2, 2017. During the second quarter of 2017, the Corporation paid or accrued, as applicable, a regular quarterly dividend of $0.21 per share. This dividend totaled $3.6 million, based on outstanding shares and restricted stock units as of May 2, 2017 of 17,236,926 shares.

 

 

 
Page 35

Table of Contents
 

 

S-3 Shelf Registration Statement and Offerings Thereunder 

 

In March 2015, the Corporation filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to replace its 2012 Shelf Registration Statement, which was set to expire in April 2015. The Shelf Registration Statement allows the Corporation to raise additional capital through offers and sales of registered securities consisting of common stock, debt securities, warrants to purchase common stock, stock purchase contracts and units or units consisting of any combination of the foregoing securities. Using the prospectus in the Shelf Registration Statement, together with applicable prospectus supplements, the Corporation may sell, from time to time, in one or more offerings, such securities in a dollar amount up to $200 million, in the aggregate.

 

In addition, the Corporation has in place under its Shelf Registration Statement a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which allows it to issue up to 1,500,000 shares of registered common stock. The Plan allows for the grant of a request for waiver (“RFW”) above the Plan’s maximum investment of $120 thousand per account per year. An RFW is granted based on a variety of factors, including the Corporation’s current and projected capital needs, prevailing market prices of the Corporation’s common stock and general economic and market conditions.

 

Options

In addition to shares that may be issued through the Plan, the Corporation also issues shares through the exercise of stock options and the vesting of restricted stock units. During the six months ended June 30, 2017, 45,198 shares were issued pursuant to the exercise of stock options, increasing shareholders’ equity by $1.0 million. During the six months ended June 30, 2017, 6,300 restricted stock units vested and were issued. The increase in shareholders’ equity related to the issuance of the restricted stock units, which is recognized over the vesting period through stock based compensation expense, was $175 thousand.

 

Stock Repurchases

 

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. During the six months ended June 30, 2017, no shares were repurchased under the 2015 Program. As of June 30, 2017, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300. In addition to the 2015 Program, it is the Corporation’s practice to retire shares to its treasury account upon the vesting of stock awards to certain officers in order to cover the statutory income tax withholdings related to such vestings.

 

Note 16 - Accounting for Uncertainty in Income Taxes

 

The Corporation recognizes the financial statement benefit of a tax position only after determining that the Corporation would be more likely than not to sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority.

 

The Corporation is subject to income taxes in the United States federal jurisdiction and multiple state jurisdictions. The Corporation is no longer subject to U.S. federal income tax examination by taxing authorities for years before 2013.

 

The Corporation’s policy is to record interest and penalties on uncertain tax positions as income tax expense. No interest or penalties were accrued for the three or six month periods ended June 30, 2017 or 2016.

 

Note 17 - Fair Value Measurement

 

The following disclosures are made in conjunction with the application of fair value measurements.

 

FASB ASC 820 “Fair Value Measurement” establishes a fair value hierarchy based on the nature of data inputs for fair value determinations, under which the Corporation is required to value each asset using assumptions that market participants would utilize to value that asset. When the Corporation uses its own assumptions, it is required to disclose additional information about the assumptions used and the effect of the measurement on earnings or the net change in assets for the period.

 

The Corporation’s investment securities available for sale, which generally include state and municipal securities, U.S. government agency securities and mortgage-related securities, are reported at fair value. These securities are valued by an independent third party. The third party’s evaluations are based on market data. They utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions. 

 

U.S. Government agency securities are evaluated and priced using multi-dimensional relational models and option-adjusted spreads. State and municipal securities are evaluated on a series of matrices including reported trades and material event notices. Mortgage-related securities are evaluated using matrix correlation to treasury or floating index benchmarks, prepayment speeds, monthly payment information and other benchmarks. Other available for sale investments are evaluated using a broker-quote based application, including quotes from issuers. The Corporation has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of available for sale investments to enable management to maintain an appropriate system of internal control.

 

 

 
Page 36

Table of Contents
 

 

The Corporation’s interest rate swaps are reported at fair value utilizing Level 2 inputs. Prices of these instruments are obtained through an independent pricing source utilizing pricing information which may include market observed quotations for swaps, LIBOR rates, forward rates and rate volatility. When entering into a derivative contract, the Corporation is exposed to fair value changes due to interest rate movements, and the potential non-performance of our contract counterparty. The Corporation has developed a methodology to value the non-performance risk based on internal credit risk metrics and the unique characteristics of derivative instruments, which include notional exposure rather than principle at risk and interest payment netting. The results of this methodology are used to adjust the base fair value of the instrument for the potential counterparty credit risk.

 

The value of the investment portfolio and interest rate swaps are determined using three broad levels of inputs:

 

Level 1 – Quoted prices in active markets for identical securities.

 

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 – Instruments whose significant value drivers are unobservable.

 

These levels are not necessarily an indication of the risks or liquidity associated with these investments. The following tables summarize the assets at June 30, 2017 and December 31, 2016 that are recognized on the Corporation’s balance sheet using fair value measurement determined based on the differing levels of input.

 

The following table sets forth the fair value of assets measured on a recurring and non-recurring basis as of June 30, 2017:

 

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Assets Measured at Fair Value on a Recurring Basis:

                               

Investment securities (available for sale and trading):

                               

U.S. Treasury securities

  $ 0.1     $ 0.1     $     $  

Obligations of the U.S. government agency securities

    126.5             126.5        

Obligations of state & political subdivisions

    27.5             27.5        

Mortgage-backed securities

    235.7             235.7        

Collateralized mortgage obligations

    42.5             42.5        

Mutual funds

    15.4       15.4              

Other debt securities

    1.1             1.1        

Interest rate swaps

    0.8             0.8        

Total assets measured on a recurring basis at fair value

  $ 449.6     $ 15.5     $ 434.1     $  
                                 

Assets Measured at Fair Value on a Non-Recurring Basis

                               

Mortgage servicing rights

  $ 6.1     $     $     $ 6.1  

Impaired loans and leases

    13.0                   13.0  

Other real estate owned (“OREO”)

    1.1                   1.1  

Total assets measured on a non-recurring basis at fair value

  $ 20.2     $     $     $ 20.2  

 

The following table sets forth the fair value of assets measured on a recurring and non-recurring basis as of December 31, 2016:

 

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Assets Measured at Fair Value on a Recurring Basis:

                               

Investment securities (available for sale and trading):

                               

U.S. Treasury securities

  $ 200.1     $ 200.1     $     $  

Obligations of the U.S. government agency securities

    82.2             82.2        

Obligations of state & political subdivisions

    33.5             33.5        

Mortgage-backed securities

    188.8             188.8        

Collateralized mortgage obligations

    48.7             48.7        

Mutual funds

 

19.1

   

19.1

             

Other debt securities

    1.3             1.3        

Total assets measured on a recurring basis at fair value

  $ 573.7     $ 219.2     $ 354.5     $  
                                 

Assets Measured at Fair Value on a Non-Recurring Basis

                               

Mortgage servicing rights

  $ 6.2     $     $     $ 6.2  

Impaired loans and leases

    14.3                   14.3  

OREO

    1.0                   1.0  

Total assets measured on a non-recurring basis at fair value

  $ 21.5     $     $     $ 21.5  

 

 

 
Page 37

Table of Contents
 

  

During the three and six months ended June 30, 2017, increases of $40 thousand and $43 thousand, respectively, were recorded in the Allowance as a result of adjusting the carrying value and estimated fair value of the impaired loans in the above tables. As it relates to the fair values of assets measured on a recurring basis, there have been no transfers between levels during the three and six months ended June 30, 2017.


Impaired Loans

  

The Corporation evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by the Corporation. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

 

The Corporation has an appraisal policy in which an appraisal is obtained for a commercial loan at the point at which the loan either becomes nonperforming or is downgraded to a substandard or worse classification. For consumer loans, the Corporation obtains updated appraisals when a loan becomes 90 days past due or when it receives other information that may indicate possible impairment. Based on the appraisals obtained by the Corporation, an appropriate Allowance is allocated to the particular loan.

 

 

Other Real Estate Owned

Other real estate owned consists of properties acquired as a result of foreclosures and deeds in-lieu-of foreclosure. Properties are classified as OREO and are reported at the lower of cost or fair value less cost to sell, and are classified as Level 3 in the fair value hierarchy.

 

 

Mortgage Servicing Rights

 

MSRs do not trade in an active, open market with readily observable prices. Accordingly, the Corporation obtains the fair value of the MSRs using a third-party pricing provider. The provider determines the fair value by discounting projected net servicing cash flows of the remaining servicing portfolio. The valuation model used by the provider considers market loan prepayment predictions and other economic factors which the Corporation considers to be significant unobservable inputs. The fair value of MSRs is mostly affected by changes in mortgage interest rates since rate changes cause the loan prepayment acceleration factors to increase or decrease. All assumptions are market driven. The Corporation has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of MSRs to enable management to maintain an appropriate system of internal control. Mortgage servicing rights are classified within Level 3 of the fair value hierarchy as the valuation is model driven and primarily based on unobservable inputs.

 

 

Note 18 - Fair Value of Financial Instruments

 

FASB ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate such value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other fair value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair value amounts presented below do not represent the underlying value of the Corporation.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Cash and Cash Equivalents

 

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate their fair values.

 

 

Investment Securities

 

Estimated fair values for investment securities are generally valued by an independent third party based on market data, utilizing pricing models that vary by asset and incorporate available trade, bid and other market information. Management reviews, annually, the process utilized by its independent third-party valuation experts. On a quarterly basis, Management tests the validity of the prices provided by the third party by selecting a representative sample of the portfolio and obtaining actual trade results, or if actual trade results are not available, competitive broker pricing. See Note 4 of the Notes to Consolidated Financial Statements for more information.

 

 

 
Page 38

Table of Contents
 

 

Loans Held for Sale

 

The fair value of loans held for sale is based on pricing obtained from secondary markets.

 

Net Portfolio Loans and Leases

 

For variable-rate loans that re-price frequently and which have no significant change in credit risk, estimated fair values are based on carrying values. Fair values of certain mortgage loans and consumer loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and is indicative of an entry price. The estimated fair value of nonperforming loans is based on discounted estimated cash flows as determined by the internal loan review of the Corporation or the appraised fair value of the underlying collateral, as determined by independent third party appraisers. This technique does not reflect an exit price.

 

Impaired Loans

 

The Corporation evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by the Corporation. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

 

Mortgage Servicing Rights

 

The fair value of the MSRs for these periods was determined using a proprietary third-party valuation model that calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Due to the proprietary nature of the valuation model used, the Corporation classifies the value of MSRs as using Level 3 inputs.

 

Other Assets

 

The carrying amount of accrued interest receivable, income taxes receivable and other investments approximates fair value.

 

Deposits

 

The estimated fair values disclosed for noninterest-bearing demand deposits, savings, NOW accounts, and market rate accounts are, by definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of expected monthly maturities on the certificate of deposit. FASB Codification 825 defines the fair value of demand deposits as the amount payable on demand as of the reporting date and prohibits adjusting estimated fair value from any value derived from retaining those deposits for an expected future period of time.

 

Short-term borrowings

 

The carrying amount of short-term borrowings, which include overnight repurchase agreements, fed funds and FHLB advances with original maturity of one year or less, approximates their fair value.

 

Long-term FHLB Advances

 

The fair value of long-term FHLB advances (with original maturities of greater than one year) is established using a discounted cash flow calculation that applies interest rates currently being offered on mid-term and long term borrowings.

 

Subordinated Notes

 

The fair value of the Notes is estimated by discounting the principal balance using the FHLB yield curve for the term to the call date as the Corporation has the option to call the Notes. The Notes are classified within Level 2 in the fair value hierarchy.

 

Other Liabilities

 

The carrying amounts of accrued interest payable and other accrued payables approximate fair value.

 

Interest Rate Swaps

 

The Corporation’s interest rate swaps are reported at fair value utilizing Level 2 inputs. Prices of these instruments are obtained through an independent pricing source utilizing pricing information which may include market observed quotations for swaps, LIBOR rates, forward rates and rate volatility. When entering into a derivative contract, the Corporation is exposed to fair value changes due to interest rate movements, and the potential non-performance of our contract counterparty. The Corporation has developed a methodology to value the non-performance risk based on internal credit risk metrics and the unique characteristics of derivative instruments, which include notional exposure rather than principle at risk and interest payment netting. The results of this methodology are used to adjust the base fair value of the instrument for the potential counterparty credit risk.

 

 

 
Page 39

Table of Contents
 

 

Off-Balance Sheet Instruments

 

Estimated fair values of the Corporation’s commitments to extend credit, standby letters of credit and financial guarantees are not included in the table below as their carrying values generally approximate their fair values. These instruments generate fees that approximate those currently charged to originate similar commitments.

 

As of the dates indicated, the carrying amount and estimated fair value of the Corporation’s financial instruments are as follows:

 

 

 

 

As of June 30,

   

As of December 31

 
  Fair Value  

2017

   

2016

 

(dollars in thousands)

Hierarchy

Level*

 

Carrying

Amount

   

Estimated

Fair Value

   

Carrying

Amount

   

Estimated

Fair Value

 
                                   

Financial assets:

                                 

Cash and cash equivalents

Level 1

  $ 50,158     $ 50,158     $ 50,765     $ 50,765  

Investment securities, available for sale

See Note 17

    443,687       443,687       566,996       566,996  

Investment securities, trading

See Note 17

    4,021       4,021       3,888       3,888  

Investments, held to maturity

Level 2

    5,161       5,102       2,879       2,818  

Loans held for sale

Level 2

    8,590       8,590       9,621       9,621  

Net portfolio loans and leases

Level 3

    2,650,252       2,685,748       2,517,939       2,505,546  

Mortgage servicing rights

Level 3

    5,683       6,057       5,582       6,154  

Interest rate swaps

Level 2

    794       794              

Other assets

Level 3

    32,567       32,567       34,465       34,465  

Total financial assets

  $ 3,200,913     $ 3,236,724     $ 3,192,135     $ 3,180,253  

Financial liabilities:

                                 

Deposits

Level 2

  $ 2,681,763     $ 2,680,639     $ 2,579,675     $ 2,579,011  

Short-term borrowings

Level 2

    130,295       130,295       204,151       204,151  

Long-term FHLB advances

Level 2

    164,681       164,901       189,742       186,863  

Subordinated notes

Level 2

    29,559       30,182       29,532       29,228  

Interest rate swaps

Level 2

    794       794              

Other liabilities

Level 2

    36,150       36,150       37,303       37,303  

Total financial liabilities

  $ 3,043,242     $ 3,042,961     $ 3,040,403     $ 3,036,556  

 

*See Note 17 for a description of fair value hierarchy levels.

 

Note 19 - Recent Accounting Pronouncements

 

FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers”

 

Issued in May 2014, ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of the contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This amendment defers the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016- 08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which amends the principal versus agent guidance and clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. In addition, the FASB issued ASU Nos. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers and 2016-12, Narrow-Scope Improvements and Practical Expedients, both of which provide additional clarification of certain provisions in Topic 606. These Accounting Standards Codification (“ASC”) updates are effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. Early adoption is permitted only as of annual reporting periods after December 15, 2016. The standard permits the use of either the retrospective or retrospectively with the cumulative effect transition method. The Corporation is currently in the process of evaluating all revenue streams, accounting policies, practices and reporting to identify and understand any impact on the Corporation’s Consolidated Financial Statements. Our preliminary evaluation suggests that adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements.

 

 

FASB ASU 2017-04 (Topic 350), “Intangibles – Goodwill and Others”

 

Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from 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. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-04 will have on its consolidated financial statements and related disclosures.

 

 

 
Page 40

Table of Contents
 

 

 

FASB ASU 2017-01 (Topic 805), “Business Combinations”

 

Issued in January 2017, ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-01 will have on its consolidated financial statements and related disclosures.

 

FASB ASU 2016-15 (Topic 320), “Classification of Certain Cash Receipts and Cash Payments”

 

Issued in August 2016, ASU 2016-15 provides guidance on eight specific cash flow issues and their disclosure in the consolidated statements of cash flows. The issues addressed include debt prepayment, settlement of zero-coupon debt, contingent consideration in business combinations, proceeds from settlement of insurance claims, proceeds from settlement of BOLI, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the Predominance principle. 2016-15 is effective for the annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Corporation is currently evaluating the impact of this guidance and does not anticipate a material impact on its consolidated financial statements.

 

FASB ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments”

 

Issued in June 2016, ASU 2016-13 significantly changes how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. The ASU also makes targeted amendments to the current impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

 

FASB ASU 2016-02 (Topic 842), “Leases”

 

Issued in February 2016, ASU 2016-02 revises 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. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

 

FASB ASU 2016-01 (Subtopic 825-10), “Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities”

 

Issued in January 2016, ASU 2016-01 provides that equity investments will be measured at fair value with changes in fair value recognized in net income. When fair value is not readily determinable an entity may elect to measure the equity investment at cost, minus impairment, plus or minus any change in the investment’s observable price. For financial liabilities that are measured at fair value, the amendment requires an entity to present separately, in other comprehensive income, any change in fair value resulting from a change in instrument-specific credit risk. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entities may apply this guidance on a prospective or retrospective basis. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

 

FASB ASU 2017-08 (Subtopic 310-20), “Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

 

Issued in March 2017, ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendment requires the premium to be amortized to the earliest call date. The amendments does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Corporation has evaluated ASU 2017-08 and determined that it currently follows the guidance related to premium amortization on callable debt securities. 

 

 
Page 41

Table of Contents
 

 

FASB ASU 2017-07—Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

 

Issued in March 2017, ASU 2017-07 require that an employer report 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. The 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 used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The Corporation is evaluating the effect that ASU 2017-07 will have on its consolidated financial statements and related disclosures, but does not expect that it will materially affect the Corporation’s financial statements.

 

 
Page 42

Table of Contents
 

 

ITEM 2 Management’s Discussion and Analysis of Results of Operation and Financial Condition

 

The following is the Corporation’s discussion and analysis of the significant changes in the financial condition, results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

  

 

Brief History of the Corporation

 

The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. The Corporation and its subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning and preparation from 25 full-service branches, eight limited-hour retirement community offices, one limited-service branch, six wealth management offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Dauphin and Philadelphia counties in Pennsylvania and New Castle county in Delaware. The common stock of the Corporation trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC.

 

The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many agencies including the Securities and Exchange Commission (“SEC”), NASDAQ, Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and the Pennsylvania Department of Banking and Securities. The goal of the Corporation is to become the preeminent community bank and wealth management organization in the Philadelphia area.

 

Critical Accounting Policies, Judgments and Estimates

 

The accounting and reporting policies of the Corporation and its subsidiaries conform with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions are eliminated in consolidation and certain reclassifications are made when necessary to conform the previous year’s financial statements to the current year’s presentation. In preparing the consolidated financial statements, the Corporation is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. However, there are uncertainties inherent in making these estimates and actual results could differ from these estimates. The Corporation has identified certain areas that require estimates and assumptions, which include the allowance for loan and lease losses (the “Allowance”), the valuation of goodwill and intangible assets, the fair value of investment securities, the fair value of derivative financial instruments, and the valuation of mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation. The Corporation’s derivative financial instruments are not exchange-traded and therefore are valued utilizing models that use as their basis readily observable market parameters, specifically the London Interbank Offered Rate (“LIBOR”) swap curve, and are classified within Level 2 of the valuation hierarchy. In addition, certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

 

These critical accounting policies, along with other significant accounting policies, are presented in Footnote 1 – Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in the Corporation’s 2016 Annual Report on Form 10-K (the “2016 Annual Report”).

 

In addition to the critical accounting policies described and referenced above, as it relates to derivative financial instruments, the Corporation recognizes all derivative instruments at fair value as either assets or liabilities in other assets or other liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship.As of June 30, 2017, the Corporation’s derivative financial instruments are not designated as hedges and gains or losses are recognized in current earnings.

 

Pending Business Combination – Royal Bancshares of Pennsylvania, Inc.

 

On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition” or the “RBPI Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on December 31, 2016 financial information), is expected to strengthen the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, will rank it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and an expanded physical presence in Philadelphia County, Pennsylvania, is expected to close during the third quarter of 2017 and is subject to applicable regulatory approvals and closing conditions.

 

 

 
Page 43

Table of Contents
 

 

Other Recent Acquisitions and Expansions

 

In addition to the RBPI Acquisition, the Bank has continued to execute on its strategies of diversification and acquiring and/or establishing specialty offices in strategically targeted areas where management believes there to be a high demand for the Bank’s products and services. On May 24, 2017, the Bank completed its acquisition of Hirshorn Boothby, a full-service insurance agency established in 1931 and headquartered in the Chestnut Hill section of Philadelphia. Hirshorn Boothby was immediately merged into the Bank’s existing insurance subsidiary, Powers Craft Parker and Beard, Inc., which has expanded the footprint of this growing segment.

 

On May 12, 2017, the Corporation established a wealth management-focused office in Princeton, New Jersey which is expected to complement the already-established presence in central New Jersey that is to be acquired in the anticipated merger with RBPI.

 

In addition to these expansions of the Corporation’s physical presence, beginning in the second quarter of 2017 the Bank’s newly established Capital Markets department commenced operations that focus on providing risk management services to address the needs of its commercial customer base. These capital markets capabilities enable the Bank to offer hedging tools for qualified commercial customers through the use of interest rate swaps and options designed to mitigate the interest rate risk on variable rate loans. This interest rate hedging offering allows the Bank to participate on and lead in larger and longer dated credits without incurring additional interest rate risk itself. Additional services will similarly focus on helping qualified customers to hedge their foreign exchange risk and meet their trade finance needs through enhanced international services capabilities.

 

Executive Overview

 

The following items highlight the Corporation’s results of operations for the three and six months ended June 30, 2017, as compared to the same periods in 2016, and the changes in its financial condition as of June 30, 2017 as compared to December 31, 2016. More detailed information related to these highlights can be found in the sections that follow.

 

Three Month Results of Operations

 

 

Net income for the three months ended June 30, 2017 was $9.4 million, an increase of $500 thousand as compared to net income of $8.9 million for the same period in 2016. Diluted earnings per share was $0.55 for the three months ended June 30, 2017 as compared to $0.52 for the same period in 2016.

 

 

Return on average equity (“ROE”) and return on average assets (“ROA”) for the three months ended June 30, 2017 were 9.71% and 1.14%, respectively, as compared to ROE and ROA of 9.81% and 1.16%, respectively, for the same period in 2016.

 

 

Tax-equivalent net interest income increased $1.4 million, or 5.3%, to $28.2 million for the three months ended June 30, 2017, as compared to $26.8 million for the same period in 2016.

 

 

Provision for loan and lease losses (the “Provision”), of ($83) thousand (a release from the allowance from loan and lease losses (the “Allowance”)) for the three months ended June 30, 2017 was a decrease of $528 thousand from the $445 thousand Provision recorded for the same period in 2016.

 

 

Non-interest income of $14.8 million for the three months ended June 30, 2017 was a $1.0 million increase from the same period in 2016.

 

 

Fees for wealth management services and insurance revenue of $9.8 million and $943 thousand, respectively, for the three months ended June 30, 2017 represented increases of $376 thousand and $98 thousand, respectively, from the same period in 2016. In addition, capital markets revenue resulting from the Bank’s second quarter launch of its Capital Markets department, comprised of fees for interest rate swaps, totaled $953 thousand for the second quarter of 2017. The capital markets initiative began operations during the second quarter of 2017.

 

 

Non-interest expense of $28.5 million for the three months ended June 30, 2017 increased $2.3 million, from $26.2 million for the same period in 2016.

 

 

 
Page 44

Table of Contents
 

 

Six Month Results of Operations

 

 

Net income for the six months ended June 30, 2017 was $18.5 million, an increase of $1.2 million as compared to net income of $17.3 million for the same period in 2016. Diluted earnings per share was $1.07 for the six months ended June 30, 2017 as compared to $1.02 for the same period in 2016.

 

 

ROE and ROA for the six months ended June 30, 2017 were 9.65% and 1.13%, respectively, as compared to ROE and ROA of 9.55% and 1.14%, respectively, for the same period in 2016.

 

 

Tax-equivalent net interest income increased $3.0 million, or 5.6%, to $55.8 million for the six months ended June 30, 2017, as compared to $52.8 million for the same period in 2016.

 

 

The Provision of $208 thousand for the six months ended June 30, 2017 was a decrease of $1.6 million from $1.9 million for the same period in 2016.

 

 

Non-interest income of $28.0 million for the six months ended June 30, 2017 was a $1.1 million increase from the same period in 2016.

 

 

Fees for wealth management services and insurance revenue of $19.1 million and $1.7 million, respectively, for the six months ended June 30, 2017 represented an increase of $847 thousand and a decrease of $415 thousand, respectively, from the same period in 2016. In addition, capital markets revenue, comprised of fees for interest rate swaps, totaled $953 thousand for the six months ended June 30, 2017.

 

 

Non-interest expense of $55.2 million for the six months ended June 30, 2017 increased $3.9 million, from $51.2 million for the same period in 2016.

 

 

 

Changes in Financial Condition

 

 

Total assets of $3.44 billion as of June 30, 2017 increased $16.7 million from December 31, 2016.

 

 

Shareholders’ equity of $395.0 million as of June 30, 2017 increased $13.9 million from $381.1 million as of December 31, 2016.

 

 

Total portfolio loans and leases as of June 30, 2017 were $2.67 billion, an increase of $131.2 million from the December 31, 2016 balance.

 

 

Total non-performing loans and leases of $7.2 million represented 0.27% of portfolio loans and leases as of June 30, 2017 as compared to $8.4 million, or 0.33% of portfolio loans and leases as of December 31, 2016.

 

 

The $16.4 million Allowance, as of June 30, 2017, represented 0.61% of portfolio loans and leases, as compared to $17.5 million, or 0.69% of portfolio loans and leases as of December 31, 2016.

 

 

Total deposits of $2.68 billion as of June 30, 2017 increased $102.1 million from $2.58 billion as of December 31, 2016.

 

 

Wealth Management assets under management, administration, supervision and brokerage as of June 30, 2017 were $12.05 billion, an increase of $325.1 million from December 31, 2016.

 

 

 
Page 45

Table of Contents
 

 

Key Performance Ratios

 

Key financial performance ratios for the three months ended June 30, 2017 and 2016 are shown in the table below:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Annualized return on average equity

    9.71

%

    9.81

%

    9.65

%

    9.55

%

Annualized return on average assets

    1.14

%

    1.16

%

    1.13

%

    1.14

%

Tax-equivalent net interest margin

    3.68

%

    3.81

%

    3.71

%

    3.84

%

Basic earnings per share

  $ 0.56     $ 0.53     $ 1.09     $ 1.03  

Diluted earnings per share

  $ 0.55     $ 0.52     $ 1.07     $ 1.02  

Dividend per share

  $ 0.21     $ 0.20     $ 0.42     $ 0.40  

Dividend declared per share to net income per basic common share

    37.5

%

    37.7

%

    36.2

%

    38.8

%

 

 

 

 

 

The following table presents certain key period-end balances and ratios as of June 30, 2017 and December 31, 2016:

 

 

(dollars in millions, except per share amounts)

 

June 30, 2017

   

December 31, 2016

 

Book value per share

  $ 23.25     $ 22.50  

Tangible book value per share

  $ 15.64     $ 15.11  

Allowance as a percentage of loans and leases

    0.61

%

    0.69

%

Tier I capital to risk weighted assets

    10.10

%

    10.51

%

Tangible common equity ratio

    8.03

%

    7.76

%

Loan to deposit ratio

    99.8

%

    98.7

%

Wealth assets under management, administration, supervision and brokerage

  $ 12,050.6     $ 11,328.5  

Portfolio loans and leases

  $ 2,666.7     $ 2,535.4  

Total assets

  $ 3,438.2     $ 3,421.5  

Shareholders’ equity

  $ 395.0     $ 381.1  

 

The following sections discuss, in detail, the Corporation’s results of operations for the three and six months ended June 30, 2017, as compared to the same periods in 2016, and the changes in its financial condition as of June 30, 2017 as compared to December 31, 2016.

 

 

Components of Net Income

 

Net income is comprised of five major elements:

 

 

Net Interest Income, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds;

 

 

Provision For Loan and Lease Losses, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases;

 

 

Non-Interest Income, which is made up primarily of Wealth Management revenue, insurance revenue, gains and losses from the sale loans, gains and losses from the sale of investment securities available for sale and other fees from loan and deposit services;

 

 

Non-Interest Expense, which consists primarily of salaries and employee benefits, occupancy, intangible asset amortization, professional fees and other operating expenses; and

 

 

Income Taxes, which include state and federal jurisdictions.

 

 

 
Page 46

Table of Contents
 

 

TAX-EQUIVALENT NET INTEREST INCOME

 

Net interest income is the primary source of the Corporation’s revenue. The below tables present a summary, for the three and six months ended June 30, 2017 and 2016, of the Corporation’s average balances and tax-equivalent yields earned on its interest-earning assets and the tax-equivalent rates paid on its interest-bearing liabilities. The tax-equivalent net interest margin is the tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread is the difference between the weighted average tax-equivalent yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. The effect of noninterest-bearing liabilities represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity.

 

For the three months ended June 30, 2017, tax-equivalent net interest income increased $1.4 million, or 5.3%, to $28.2 million for the three months ended June 30, 2017, as compared to $26.8 million for the same period in 2016. The increase in net interest income between the periods was largely related to the $203.0 million increase in average loans and leases for the three months ended June 30, 2017 as compared to the same period in 2016. The tax-equivalent yield earned on loans and leases decreased 14 basis points from the second quarter of 2016 to the second quarter of 2017. The impact of the accretion of purchase accounting adjustments contributed significantly to the decrease in tax-equivalent yield earned on loans and leases. For the three months ended June 30, 2017, the accretion of purchase accounting adjustments contributed $402 thousand to interest income, or 6 basis points to the tax-equivalent yield on loans and leases, as compared to a contribution of $1.1 million, or 18 basis points to the tax-equivalent yield on loans and leases, for the same period in 2016. In addition to increases in loans and leases, the average balance of available for sale investment securities increased by $55.0 million and experienced a 22 basis point increase in tax-equivalent yield earned between the second quarters of 2016 and 2017. Partially offsetting the impact of the earning asset volume increase between the periods was a $136.4 million increase in average interest-bearing deposits, coupled with a 10 basis point increase in tax-equivalent rate paid on deposits from the second quarter of 2016 to the second quarter of 2017. The $2.0 increase in tax-equivalent interest earned on earning assets was partially offset by the $613 thousand increase in tax-equivalent interest paid on interest-bearing liabilities.

 

For the six months ended June 30, 2017, tax-equivalent net interest income increased $3.0 million, or 5.6%, to $55.8 million for the six months ended June 30, 2017, as compared to $26.8 million for the same period in 2016. The increase in net interest income between the periods was largely related to the $225.2 million increase in average loans and leases for the six months ended June 30, 2017 as compared to the same period in 2016. The tax-equivalent yield earned on loans and leases decreased 13 basis points from the six months ended June 30, 2016 and the six months ended June 30, 2017. The impact of the accretion of purchase accounting adjustments contributed significantly to the decrease in tax-equivalent yield earned on loans and leases. For the six months ended June 30, 2017, the accretion of purchase accounting adjustments contributed $1.1 million to interest income, or 9 basis points to the tax-equivalent yield on loans and leases, as compared to a contribution of $2.0 million, or 17 basis points to the tax-equivalent yield on loans and leases, for the same period in 2016. In addition to increases in loans and leases, the average balance of available for sale investment securities increased by $41.9 million and experienced an 18 basis point increase in tax-equivalent yield earned between the six months ended June 30, 2016 and the six months ended June 30, 2017. Partially offsetting the impact of the earning asset volume increase between the periods was a $177.5 million increase in average interest-bearing deposits, coupled with a 11 basis point increase in tax-equivalent rate paid on deposits from the second quarter of 2016 to the second quarter of 2017. The $4.1 million increase in tax-equivalent interest earned on earning assets was partially offset by the $1.2 million increase in tax-equivalent interest paid on interest-bearing liabilities.

 

 
Page 47

Table of Contents
 

 

Analyses of Interest Rates and Interest Differential

 

The table below presents the major asset and liability categories on an average daily balance basis for the periods presented, along with interest income, interest expense and key rates and yields.

 

 

   

For the Three Months Ended June 30,

 
   

2017

   

2016

 

(dollars in thousands)

 

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

   

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

 

Assets:

                                               

Interest-bearing deposits with banks

  $ 26,266     $ 35       0.53

%

  $ 44,950     $ 42       0.38

%

Investment securities - available for sale:

                                               

Taxable

    391,112       1,940       1.99

%

    325,893       1,433       1.77

%

Non-taxable(3)

    28,970       150       2.08

%

    39,193       187       1.92

%

Total investment securities - available for sale

    420,082       2,090       2.00

%

    365,086       1,620       1.78

%

Investment securities – held to maturity

    5,181       5       0.39

%

    2,427       4       0.66  

Investment securities - trading

    4,137       13       1.26

%

    3,640       2       0.22

%

Loans and leases(1)(2)(3)

    2,615,610       29,309       4.49

%

    2,412,643       27,761       4.63

%

Total interest-earning assets

    3,071,276       31,452       4.11

%

    2,828,746       29,429       4.18

%

Cash and due from banks

    15,727                       16,413                  

Allowance for loan and lease losses

    (17,549

)

                    (17,271

)

               

Other assets

    263,853                       262,065                  

Total assets

  $ 3,333,307                     $ 3,089,953                  

Liabilities:

                                               

Savings, NOW, and market rate accounts

  $ 1,375,949       813       0.24

%

  $ 1,273,964       589       0.19

%

Wholesale deposits

    154,424       378       0.98

%

    196,517       361       0.74

%

Time deposits

    323,287       792       0.98

%

    246,771       452       0.74

%

Total interest-bearing deposits

    1,853,660       1,983       0.43

%

    1,717,252       1,402       0.33

%

Short-term borrowings

    98,869       237       0.96

%

    32,328       20       0.25

%

Long-term FHLB advances

    171,567       682       1.59

%

    236,248       867       1.48

%

Subordinated notes

    29,550       370       5.02

%

    29,496       370       5.05

%

Total borrowings

    299,986       1,289       1.72

%

    298,072       1,257       1.70

%

Total interest-bearing liabilities

    2,153,646       3,272       0.61

%

    2,015,324       2,659       0.53

%

Non-interest-bearing deposits

    755,597                       675,710                  

Other liabilities

    34,348                       32,804                  

Total non-interest-bearing liabilities

    789,945                       708,514                  

Total liabilities

    2,943,591                       2,723,838                  

Shareholders’ equity

    389,716                       366,115                  

Total liabilities and shareholders’ equity

  $ 3,333,307                     $ 3,089,953                  

Net interest spread

                    3.50

%

                    3.65

%

Effect of non-interest-bearing liabilities

                    0.18

%

                    0.16

%

Tax-equivalent net interest income and margin on earning assets(3)

          $ 28,180       3.68

%

          $ 26,770       3.81

%

Tax-equivalent adjustment(3)

          $ 215       0.03

%

          $ 143       0.02

%

 

(1)

Nonaccrual loans have been included in average loan balances, but interest on nonaccrual loans has been excluded for purposes of determining interest income.

(2)

Loans include portfolio loans and leases and loans held for sale.

(3)

Tax rate used for tax-equivalent calculations is 35%.

 

 

 
Page 48

Table of Contents
 

 

   

For the Six Months Ended June 30,

 
   

2017

   

2016

 

(dollars in thousands)

 

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

   

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

 

Assets:

                                               

Interest-bearing deposits with banks

  $ 32,931     $ 101       0.62

%

  $ 42,000     $ 88       0.42

%

Investment securities - available for sale:

                                               

Taxable

    372,772       3,620       1.96

%

    321,123       2,832       1.77

%

Non-taxable(3)

    30,221       314       2.10

%

    39,925       378       1.90

%

Total investment securities - available for sale

    402,993       3,934       1.97

%

    361,048       3,210       1.79

%

Investment securities – held to maturity

    4,446       4       0.18

%

    1,214       4       0.66

%

Investment securities - trading

    4,014       2       0.10

%

    3,793       2       0.11

%

Loans and leases(1)(2)(3)

    2,585,809       57,931       4.52

%

    2,360,613       54,539       4.65

%

Total interest-earning assets

    3,030,193       61,972       4.12

%

    2,768,668       57,843       4.20

%

Cash and due from banks

    15,336                       16,457                  

Allowance for loan and lease losses

    (17,564

)

                    (16,755

)

               

Other assets

    260,963                       263,180                  

Total assets

  $ 3,288,928                     $ 3,031,550                  

Liabilities:

                                               

Savings, NOW, and market rate accounts

  $ 1,382,220       1,569       0.23

%

  $ 1,276,797       1,158       0.18

%

Wholesale deposits

    148,973       695       0.94

%

    166,859       594       0.72

%

Retail time deposits

    321,738       1,547       0.97

%

    231,795       726       0.63

%

Total interest-bearing deposits

    1,852,931       3,811       0.41

%

    1,675,451       2,478       0.30

%

Short-term borrowings

    73,378       264       0.73

%

    33,243       37       0.22

%

Long-term FHLB advances

    177,006       1,380       1.57

%

    243,131       1,775       1.47

%

Subordinated notes

    29,544       740       5.05

%

    29,489       736       5.02

%

Total borrowings

    279,928       2,384       1.72

%

    305,863       2,548       1.68

%

Total interest-bearing liabilities

    2,132,859       6,195       0.59

%

    1,981,314       5,026       0.51

%

Non-interest-bearing deposits

    733,817                       653,379                  

Other liabilities

    36,266                       33,363                  

Total non-interest-bearing liabilities

    770,083                       686,742                  

Total liabilities

    2,902,942                       2,668,056                  

Shareholders’ equity

    385,986                       363,494                  

Total liabilities and shareholders’ equity

  $ 3,288,928                     $ 3,031,550                  

Net interest spread

                    3.56

%

                    3.69

%

Effect of non-interest-bearing liabilities

                    0.18

%

                    0.15

%

Tax-equivalent net interest income and margin on earning assets(3)

          $ 55,777       3.71

%

          $ 52,817       3.84

%

Tax-equivalent adjustment(3)

          $ 409       0.03

%

          $ 288       0.02

%

(1)

Nonaccrual loans have been included in average loan balances, but interest on nonaccrual loans has been excluded for purposes of determining interest income.

(2)

Loans include portfolio loans and leases and loans held for sale.

(3)

Tax rate used for tax-equivalent calculations is 35%.

 

 

Rate/Volume Analysis (tax-equivalent basis)*

The rate/volume analysis in the table below analyzes dollar changes in the components of interest income and interest expense as they relate to the change in balances (volume) and the change in interest rates (rate) of tax-equivalent net interest income for the three months ended June 30, 2017 as compared to the same period in 2016, allocated by rate and volume. The change in interest income and/or expense due to both volume and rate has been allocated to changes in volume.

 

   

2017 Compared to 2016

 
   

Three Months Ended June 30,

   

Six Months Ended June 30,

 

(dollars in thousands)

 

Volume

   

Rate

   

Total

   

Volume

   

Rate

   

Total

 

Interest income

                                               

Interest-bearing deposits with other banks

  $ (55

)

  $ 48     $ (7

)

  $ (44

)

  $ 57     $ 13  

Investment securities

    201       281       482       326       398       724  

Loans and leases

    6,384       (4,836

)

    1,548       7,657       (4,265

)

    3,392  

Total interest income

  $ 6,530     $ (4,507

)

  $ 2,023     $ 7,939     $ (3,810

)

  $ 4,129  

Interest expense:

                                               

Savings, NOW and market rate accounts

  $ 49     $ 175     $ 224     $ 89     $ 322     $ 411  

Wholesale deposits

    (331

)

    348       17       (156

)

    257       101  

Retail time deposits

    143       197       340       280       541       821  

Borrowed funds**

    (428

)

    460       32       (591

)

    423       (168

)

Subordinated notes

    4       (4

)

          1       3       4  

Total interest expense

    (563

)

    1,176       613       (377

)

    1,546       1,169  

Interest differential

  $ 7,093     $ (5,683

)

  $ 1,410     $ 8,316     $ (5,356

)

  $ 2,960  

*The tax rate used in the calculation of the tax-equivalent income is 35%.

**Borrowed funds include short-term borrowings and long-term Federal Home Loan Bank advances.

 
Page 49

Table of Contents
 

 

Tax-Equivalent Net Interest Margin

 

The tax-equivalent net interest margin of 3.68% for the three months ended June 30, 2017 was a 13 basis point decrease from 3.81% for the same period in 2016. The decrease was largely the result of a 13 basis point decrease in tax-equivalent yield earned on loans and leases and a 10 basis point increase in rate paid on interest-bearing deposits. The $242.5 million volume increase in average interest-earning assets versus the $138.3 million increase in average interest-bearing liabilities partially offset the effect of the yield decrease and rate increase between the periods. The contribution of fair value mark accretion to the tax equivalent net interest margin accounted for 6 basis points of the margin for the second quarter of 2017 as compared to 17 basis points for the second quarter of 2016.

 

The tax-equivalent net interest margin of 3.71% for the six months ended June 30, 2017 was a 13 basis point decrease from 3.84% for the same period in 2016. The decrease was largely the result of the 13 basis point decrease in tax-equivalent yield earned on loans and leases and the 11 basis point increase in rate paid on interest-bearing deposits. The $261.5 million volume increase in average interest-earning assets versus the $151.5 million increase in average interest-bearing liabilities partially offset the effect of the yield decrease and rate increase between the periods. The contribution of fair value mark accretion to the tax equivalent net interest margin accounted for 8 basis points of the margin for the six months ended June 30, 2017 as compared to 17 basis points for the same period in 2016.

 

The tax-equivalent net interest margin and related components for the past five consecutive quarters are shown in the table below:

 

 

Quarter

 

Interest-

Earning Asset

Yield

   

Interest-Bearing

Liability Cost

   

Net Interest

Spread

   

Effect of Non-

Interest Bearing

Sources

   

Net Interest

Margin

 

2nd Quarter 2017

    4.11%

 

    0.61%

 

    3.50%

 

    0.18%

 

    3.68%

 

1st Quarter 2017

    4.14%

 

    0.56%

 

    3.58%

 

    0.16%

 

    3.74%

 

4th Quarter 2016

    4.05%

 

    0.56%

 

    3.49%

 

    0.16%

 

    3.65%

 

3rd Quarter 2016

    4.09%

 

    0.55%

 

    3.54%

 

    0.17%

 

    3.71%

 

2nd Quarter 2016

    4.18%

 

    0.53%

 

    3.65%

 

    0.16%

 

    3.81%

 

 

Interest Rate Sensitivity 

 

The Corporation actively manages its interest rate sensitivity position. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable growth in net interest income. The Corporation’s Asset Liability Committee (“ALCO”), using policies and procedures approved by the Corporation’s Board of Directors, is responsible for the management of the Corporation’s interest rate sensitivity position. The Corporation manages interest rate sensitivity by changing the mix, pricing and re-pricing characteristics of its assets and liabilities, through the management of its investment portfolio, its offerings of loan and selected deposit terms and through wholesale funding. Wholesale funding consists of multiple sources including borrowings from the FHLB, the Federal Reserve Bank of Philadelphia’s discount window, certificates of deposit from institutional brokers, including the Certificate of Deposit Account Registry Service (“CDARS”), the Insured Network Deposit (“IND”) Program, the Charity Deposits Corporation (“CDC”), the Insured Cash Sweep (“ICS”) and the Pennsylvania Local Government Investment Trust (“PLGIT”).

 

The Corporation uses several tools to measure its interest rate risk including interest rate sensitivity analysis, or gap analysis, market value of portfolio equity analysis, interest rate simulations under various rate scenarios and tax-equivalent net interest margin trend reports. The results of these reports are compared to limits established by the Corporation’s ALCO policies and appropriate adjustments are made if the results are outside the established limits.

 

The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock”, in the yield curve and subjective adjustments in deposit pricing, might have on the Corporation’s projected net interest income over the next 12 months.

 

This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown below are in compliance with the Corporation’s policy guidelines.

 

Summary of Interest Rate Simulation 

 

   

Change in Net Interest Income

Over the Twelve Months

Beginning After

June 30, 2017

   

Change in Net Interest Income

Over the Twelve Months

Beginning After

December 31, 2016

 
   

Amount

   

Percentage

   

Amount

   

Percentage

 

+300 basis points

  $ 9,290       7.89

%

  $ 10,207       9.01

%

+200 basis points

  $ 6,269       5.33

%

  $ 6,654       5.87

%

+100 basis points

  $ 3,156       2.69

%

  $ 3,048       2.69

%

-100 basis points

  $ (4,049

)

    (3.44

)%

  $ (4,397

)

    (3.88

)%

 

 

 
Page 50

Table of Contents
 

 

 

The above interest rate simulation suggests that the Corporation’s balance sheet is asset sensitive as of June 30, 2017 in the +100 basis point scenario, which is similar to the December 31, 2016 simulation. The asset sensitivity table indicates that a 100, 200 or 300 basis point increase in interest rates would have a positive impact on net interest income over the next 12 months. The balance sheet is less asset sensitive in comparison to December 31, 2016. This is a result of the addition of fixed rate assets funded with short term liabilities in anticipation of the RBPI Acquisition expected to close in the third quarter of 2017, subject to applicable regulatory approvals and closing conditions, and positioning the combined entity’s investments and funding to align with management’s desired liquidity and interest rate risk profile.

 
The interest rate simulation is an estimate based on assumptions, which are derived from past behavior of customers, along with expectations of future behavior relative to interest rate changes. In today’s economic environment and the current extended period of very low interest rates, the reliability of the Corporation’s assumptions in the interest rate simulation model is more uncertain than in other periods. Actual customer behavior may be different than expected behavior, which could cause an unexpected outcome and may result in lower net interest income.

 

Gap Analysis

 

The interest sensitivity, or gap analysis, shows interest rate risk by identifying re-pricing gaps in the Corporation’s balance sheet. All assets and liabilities are categorized in the following table according to their behavioral sensitivity, which is usually the earliest of either: re-pricing, maturity, contractual amortization, prepayments or likely call dates. Non-maturity deposits, such as NOW, savings and money market accounts are spread over various time periods based on the expected sensitivity of these rates considering liquidity and the investment preferences of the Corporation. Non-rate-sensitive assets and liabilities are placed in a separate period. Capital is spread over time periods to reflect the Corporation’s view of the maturity of these funds.

 

The following table presents the Corporation’s interest rate sensitivity position or gap analysis as of June 30, 2017:

 

(dollars in millions)

 

0 to 90

Days

   

91 to 365

Days

   

1 - 5

Years

   

Over

5 Years

   

Non-Rate

Sensitive

   

Total

 

Assets:

                                               

Interest-bearing deposits with banks

  $ 30.8     $     $     $     $     $ 30.8  

Investment securities – available for sale

    37.8       73.6       230.4       101.9             443.7  

Investment securities – held to maturity

                      5.2             5.2  

Investment securities – trading

    4.0                               4.0  

Loans and leases(1)

    1,026.1       315.7       976.3       357.1             2,675.2  

Allowance for loan and lease losses

                            (16.4

)

    (16.4

)

Cash and due from banks

                            19.4       19.4  

Other assets

                            276.3       276.3  

Total assets

  $ 1,098.7     $ 389.3     $ 1,206.7     $ 464.2     $ 279.3     $ 3,438.2  

Liabilities and shareholders’ equity:

                                               

Demand, non-interest-bearing

  $ 50.4     $ 151.1     $ 210.1     $ 407.0     $     $ 818.5  

Savings, NOW and market rate

    93.7       281.1       675.4       315.9             1,366.1  

Time deposits

    96.4       163.6       61.9       0.1             322.0  

Wholesale non-maturity deposits

    54.7                               54.7  

Wholesale time deposits

    79.2       20.4       20.9                   120.5  

Short-term borrowings

    130.3                               130.3  

Long-term FHLB advances

    45.0       46.4       73.3                   164.7  

Subordinated notes

                29.6                   29.6  

Other liabilities

                            36.9       36.9  

Shareholders’ equity

    14.1       42.3       225.7       112.8             394.9  

Total liabilities and shareholders’ equity

  $ 563.8     $ 704.9     $ 1,296.9     $ 835.8     $ 36.9     $ 3,438.2  

Interest-earning assets

  $ 1,098.7     $ 389.3     $ 1,206.7     $ 464.2     $     $ 3,158.9  

Interest-bearing liabilities

    499.3       511.5       861.1       316.0             2,187.9  

Difference between interest-earning assets and interest-bearing liabilities

  $ 599.4     $ (122.2

)

  $ 345.6     $ 148.2     $     $ 971.0  

Cumulative difference between interest earning assets and interest-bearing liabilities

  $ 599.4       477.2       822.8       971.0             971.0  

Cumulative earning assets as a % of cumulative interest bearing liabilities

    220

%

    147

%

    144

%

    144

%

          144

%

Loans include portfolio loans and loans held for sale

 

The table above indicates that the Corporation is asset-sensitive in the immediate 90-day time frame and may experience an increase in net interest income during that time period if rates rise. Conversely, if rates decline, net interest income may decline. It should be noted that the gap analysis is only one tool used to measure interest rate sensitivity and should be used in conjunction with other measures such as the interest rate simulation discussed above. The gap analysis measures the timing of changes in rate, but not the true weighting of any specific component of the Corporation’s balance sheet. The asset-sensitive position reflected in this gap analysis is similar to the Corporation’s position at December 31, 2016.

 

 

 
Page 51

Table of Contents
 

 

PROVISION FOR LOAN AND LEASE LOSSES

 

For the three months ended June 30, 2017, the Corporation recorded a Provision of $(83) (a release from the Allowance) which was a $528 thousand decrease from the same period in 2016. Net charge-offs for the second quarter of 2017 were $625 thousand as compared to $254 thousand for the same period in 2016. The decrease in the Provision was largely the result of improvements in the historic charge-off rates during the lookback period used in the Allowance calculation.

 

For the six months ended June 30, 2017, the Corporation recorded a Provision of $208 which was a $1.6 million decrease from the same period in 2016. Net charge-offs for the six months ended June 30, 2017 were $1.3 million as compared to $676 thousand for the same period in 2016. The decrease in the Provision was largely the result of improvements in the historic charge-off rates during the lookback period used in the Allowance calculation. For a general discussion of the Allowance, and our policies related thereto, refer to page 34 of the Corporation’s 2016 Annual Report.

 

Asset Quality and Analysis of Credit Risk

 

 

As of June 30, 2017, total nonperforming loans and leases decreased by $1.1 million, to $7.2 million, representing 0.27% of portfolio loans and leases, as compared to $8.4 million, or 0.33% of portfolio loans and leases as of December 31, 2016. The decrease in nonperforming loans and leases resulted from pay-offs or pay-downs of $1.3 million, charge-offs of $1.0 million, and the foreclosure and addition to OREO of a $306 thousand loan, all of which had been nonperforming as of December 31, 2016. Partially offsetting the decrease in nonperforming loans from December 31, 2016 to June 30, 2017 was the addition during the first six months of 2017 of $1.5 million of new nonperforming loans and leases.

 

As of June 30, 2017, the Allowance of $16.4 million represented 0.61% of portfolio loans and leases, an 8 basis point decrease from 0.69% as of December 31, 2016. The Allowance on originated portfolio loans, as a percentage of originated portfolio loans, was 0.68% as of June 30, 2017 as compared to 0.78% as of December 31, 2016. Loans acquired in mergers are recorded at fair value as of the date of acquisition. This fair value estimate takes into account an estimate of the expected lifetime losses of the acquired loans. As such, an acquired loan will not generally become subject to additional Allowance unless it becomes impaired.

 

As of June 30, 2017, the Corporation had OREO valued at $1.1 million, as compared to $1.0 million as of December 31, 2016. During the six months ended June 30, 2017, a $39 thousand OREO property acquired in the CBH merger was sold, resulting in no gain or loss on sale and a $306 thousand loan was foreclosed and the collateral taken into OREO. In addition, during the three months ended June 30, 2017, impairments to OREO of $121 thousand were recorded, related to OREO properties acquired in the CBH merger. The balance of OREO as of June 30, 2017 was comprised of four residential properties, one of which is a manufactured housing property acquired in the CBH merger. All properties are recorded at the lower of cost or fair value less cost to sell.

 

As of June 30, 2017, the Corporation had $8.6 million of troubled debt restructurings (“TDRs”), of which $6.1 million were in compliance with the modified terms and excluded from non-performing loans and leases. As of December 31, 2016, the Corporation had $9.0 million of TDRs, of which $6.4 million were in compliance with the modified terms, and were excluded from non-performing loans and leases.

 

As of June 30, 2017, the Corporation had a recorded investment of $13.4 million of impaired loans and leases which included $8.6 million of TDRs. Impaired loans and leases are those for which it is probable that the Corporation will not be able to collect all scheduled principal and interest in accordance with the original terms of the loans and leases. Impaired loans and leases as of December 31, 2016 totaled $14.4 million, which included $9.0 million of TDRs. Refer to Note 5H in the Notes to unaudited consolidated Financial Statements for more information regarding the Corporation’s impaired loans and leases.

 

The Corporation continues to be diligent in its credit underwriting process and proactive with its loan review process, including the engagement of the services of an independent outside loan review firm, which helps identify developing credit issues. Proactive steps that are taken include the procurement of additional collateral (preferably outside the current loan structure) whenever possible and frequent contact with the borrower. The Corporation believes that timely identification of credit issues and appropriate actions early in the process serve to mitigate overall risk of loss.

 

 

 
Page 52

Table of Contents
 

 

Nonperforming Assets and Related Ratios

 

(dollars in thousands)

 

June 30, 2017

   

December 31, 2016

 

Nonperforming Assets:

               

Nonperforming loans and leases

  $ 7,237     $ 8,363  

Other real estate owned

    1,122       1,017  

Total nonperforming assets

  $ 8,359     $ 9,380  

Troubled Debt Restructures:

               

TDRs included in non-performing loans

  $ 2,470     $ 2,632  

TDRs in compliance with modified terms

    6,148       6,395  

Total TDRs

  $ 8,618     $ 9,027  

Loan and Lease quality indicators:

               

Allowance for loan and lease losses to nonperforming loans and leases

    226.6

%

    209.1

%

Nonperforming loans and leases to total portfolio loans and leases

    0.27

%

    0.33

%

Allowance for loan and lease losses to total portfolio loans and leases

    0.61

%

    0.69

%

Nonperforming assets to total loans and leases and OREO

    0.31

%

    0.37

%

Nonperforming assets to total assets

    0.24

%

    0.27

%

Total portfolio loans and leases

  $ 2,666,651     $ 2,535,425  

Allowance for loan and lease losses

  $ 16,399     $ 17,486  

 

NON-INTEREST INCOME

 

Three Months Ended June 30, 2017 Compared to the Same Period in 2016

 

Non-interest income for the three months ended June 30, 2017 increased by $1.0 million from the same period in 2016. An increase of $376 thousand in fees for wealth management services, as wealth assets increased by 25.1% from the June 30, 2016 level, and the $953 thousand in revenue generated by the capital markets initiative, were partially offset by a decrease of $337 thousand in gain on sale of loans, as origination activity has slowed from the same period in 2016.

 

Six Months Ended June 30, 2017 Compared to the Same Period in 2016

 

Non-interest income for the six months ended June 30, 2017 increased by $1.1 million from the same period in 2016. Increases of $847 thousand in fees for wealth management services, and the $953 thousand in revenue generated by the capital markets initiative, which began operations during the second quarter of 2017, were partially offset by a decrease of $413 thousand in gain on sale of loans, and a $415 thousand decrease in insurance revenues. The decrease in gain on sale of loans is related to the reduced origination activity during the six months ended June 30, 2017 as compared to the same period in 2016. The decrease in insurance revenues resulted from the recognition, during the six months ended June 30, 2016, of contingent commissions from the insurance carriers which was not repeated in the same period in 2017.

 

 

The following table provides supplemental information regarding mortgage loan originations and sales:

 

 

   

As of or for the

Three Months Ended June 30,

   

As of or for the

Six Months Ended June 30,

 

(dollars in millions)

 

2017

   

2016

   

2017

   

2016

 

Residential mortgage loans held in portfolio

  $ 416.5     $ 414.9     $ 416.5     $ 414.9  

Mortgage originations

  $ 46.8     $ 64.9     $ 95.4     $ 117.4  

Mortgage loans sold:

                               

Servicing retained

  $ 21.8     $ 26.9     $ 49.5     $ 52.9  

Servicing released

    3.8       5.3       8.8       7.7  

Total mortgage loans sold

  $ 25.6     $ 32.2     $ 58.3     $ 60.6  
                                 

Percent servicing-retained

    85.1

%

    83.6

%

    84.9

%

    87.3

%

Percent servicing-released

    14.9

%

    16.4

%

    15.1

%

    12.7

%

Percent of originated mortgage loans sold

    54.7

%

    49.7

%

    61.1

%

    51.6

%

Mortgage servicing rights (“MSRs”)

  $ 5.7     $ 4.6     $ 5.7     $ 4.6  

Net gain on sale of residential mortgage loans

  $ 0.5     $ 0.9     $ 1.1     $ 1.6  

Residential mortgage loans serviced for others(1)

  $ 641.2     $ 610.4     $ 641.2     $ 610.4  

  

 

 
Page 53

Table of Contents
 

 

The following table provides details of other operating income for the three and six months ended June 30, 2017 and 2016:

 

 

(dollars in thousands)

 

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Merchant interchange fees

  $ 361     $ 321     $ 701     $ 729  

Commissions and fees

    201       185       401       390  

Bank-owned life insurance (“BOLI”) income

    142       220       273       465  

Safe deposit box rentals

    94       95       184       189  

Other investment income

    9       100       9       102  

Rental income

    46       33       95       75  

Miscellaneous other income

    354       222       711       249  

Other operating income

  $ 1,207     $ 1,176     $ 2,374     $ 2,199  

 

 

Wealth Assets Under Management, Administration, Supervision and Brokerage (“Wealth Assets”)

 

Wealth Asset accounts are categorized into two groups; the first account group consists predominantly of clients whose fees are determined based on the market value of the assets held in their accounts (“Market Value” fee basis). The second account group consists predominantly of clients whose fees are set at fixed amounts (“Fixed Fee” basis), and, as such, are not affected by market value changes.

 

The following tables detail the composition of Wealth Assets as it relates to the calculation of fees for wealth management services:

 

(dollars in thousands)

 

Wealth Assets as of:

 

Fee Basis

 

June 30,

2017

   

March 31,

2017

   

December 31, 2016

   

September 30,

2016

   

June 30,

2016

 

Market value

  $ 5,593,936     $ 5,483,237     $ 5,302,463     $ 5,276,756     $ 5,078,386  

Fixed

    6,456,619       6,242,223       6,025,994       4,692,989       4,554,135  
    $ 12,050,555     $ 11,725,460     $ 11,328,457     $ 9,969,745     $ 9,632,521  

 

   

Percentage of Wealth Assets

 
   

June 30,

2017

   

March 31,

2017

   

December 31,

2016

   

September 30, 2016

   

June 30,

2016

 

Market value

    46.4 %     46.8 %     46.8 %     52.9 %     52.7 %

Fixed

    53.6 %     53.2 %     53.2 %     47.1 %     47.3 %
      100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

 

 

The following tables detail the composition of fees for wealth management services for the periods indicated:

 

(dollars in thousands)

 

For the Three Months Ended:

 

Fee Basis

 

June 30,

2017

   

March 31,

2017

   

December 31,

2016

   

September 30,

2016

   

June 30,

2016

 

Market value

  $ 7,382       7,230       7,212     $ 7,196     $ 7,187  

Fixed

    2,425       2,073       2,115       1,904       2,244  
    $ 9,807       9,303       9,327     $ 9,100     $ 9,431  

 

   

Percentage of Fees for Wealth Management

 
   

June 30,

2017

   

March 31,

2017

   

December 31, 2016

   

September 30, 2016

   

June 30,

2016

 

Market value

    75.3 %     77.7 %     77.3 %     79.1 %     76.2 %

Fixed

    24.7 %     22.3 %     22.7 %     20.9 %     23.8 %
      100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

 

 

 
Page 54

Table of Contents
 

 

Customer Derivatives

 

To accommodate the risk management needs of qualified commercial customers, the Bank enters into financial derivative transactions consisting of interest rate swaps, options, and foreign exchange contracts. Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. Market risk exposure from customer derivative positions is managed by simultaneously entering into matching transactions with institutional dealer counterparties that offset customer contracts in notional amount and term. Derivative contracts create counterparty credit risk with both the Bank’s customers and with institutional dealer counterparties. The Corporation manages customer counterparty credit risk through its credit policy, approval processes, monitoring procedures and obtaining adequate collateral, when appropriate. The Bank seeks to minimize dealer counterparty credit risk by establishing credit limits and collateral agreements through industry standard ISDA and CSA agreements. None of the Bank’s outstanding derivative contracts associated with the customer derivative program is designated as a hedge and none is entered into for speculative purposes. Derivative instruments are recorded at fair value, with changes in fair values recognized in earnings as components of non-interest income and non-interest expense on the consolidated statements of income.

 

 

NON-INTEREST EXPENSE

 

Three Months Ended June 30, 2017 Compared to the Same Period in 2016

 

Non-interest expense for the three months ended June 30, 2017 increased $2.3 million from the same period in 2016. The increase was primarily related to a $1.4 million increase in salary and wages due to staffing increases from the capital markets initiative, the Hirshorn Boothby acquisition and the Princeton wealth management office, in addition to annual salary and wage increases and increases in incentive compensation, a $1.2 million increase in due diligence, merger-related and merger integration costs primarily related to the RBPI Acquisition, a $782 thousand increase in other operating expenses, largely related to increases in contributions (which were offset by tax credits for Pennsylvania bank shares tax) and impairments of OREO and repossessed assets recorded in the second quarter of 2017.

 

 

Six Months Ended June 30, 2017 Compared to the Same Period in 2016

 

Non-interest expense for the six months ended June 30, 2017 increased $3.9 million from the same period in 2016. The increase was related to a $2.1 million increase in salary and wages due to staffing increases from the capital markets initiative, the Hirshorn Boothby acquisition and the Princeton wealth management office, in addition to annual salary and wage increases and increases in incentive compensation, a $1.7 million increase in due diligence, merger-related and merger integration costs, primarily related to the RBPI Acquisition, a $1.5 million increase in other operating expenses, largely related to increases in contributions (which were offset by tax credits for Pennsylvania bank shares tax) and impairments of OREO and repossessed assets recorded in the second quarter of 2017.

 

 

The following table provides details of other operating expenses for the three months ended June 30, 2017 and 2016:

 

(dollars in thousands)

 

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Deferred compensation trust expense

  $ 242     $ 197     $ 367     $ (16

)

Director fees

    179       161       336       346  

Dues and subscriptions

    263       116       417       217  

FDIC insurance

    369       388       743       822  

Impairment of OREO and other repossessed assets

    200             200        

Insurance

    211       203       418       422  

Loan processing

    527       504       1,050       773  

Miscellaneous

    470       (154

)

    626       6  

MSR amortization

    173       181       342       317  

Other taxes

    4       22       13       31  

Outsourced services

    20       148       119       250  

Portfolio maintenance

    131       133       229       184  

Postage

    156       152       304       293  

Stationary and supplies

    109       112       226       265  

Telephone

    394       432       794       831  

Temporary help and recruiting

    116       213       514       478  

Travel and entertainment

    222       196       397       394  

Other operating expense

  $ 3,786     $ 3,004     $ 7,095     $ 5,613  

 

 

 
Page 55

Table of Contents
 

 

INCOME TAXES 

 

Income tax expense for the three months ended June 30, 2017 was $4.9 million, as compared to $4.8 million for the same period in 2016. The tax expense recorded reflects a decrease in the effective tax rate from 35.1% for the second quarter of 2016 to 34.2% for the second quarter of 2017. The decrease in effective tax rate for the three months ended June 30, 2017 as compared to the same period in 2016 was related to recognition, during the three months ended June 30, 2017 and 2016, of excess tax benefits of $114 thousand and $12 thousand, respectively, related to the stock based compensation vesting and option exercises, partially offset by the non-deductible merger costs related to the anticipated RBPI Acquisition incurred in the second quarter of 2017.

 

Income tax expense for the six months ended June 30, 2017 was $9.5 million, as compared to $9.1 million for the same period in 2016. The tax expense recorded reflects a decrease in the effective tax rate from 34.6% for the six months ended June 30, 2016 to 34.1% for the six months ended June 30, 2017. The decrease in effective tax rate for the six months ended June 30, 2017 as compared to the same period in 2016 was related to recognition, during both periods, of excess tax benefits of $259 thousand and $61 thousand, respectively, related to the stock based compensation vesting and option exercises, partially offset by the non-deductible merger costs related to the anticipated RBPI Acquisition incurred in the six months ended June 30, 2017.

 

BALANCE SHEET ANALYSIS

 

Total assets as of June 30, 2017 of $3.43 billion increased $16.7 million from $3.42 billion as of December 31, 2016. The following tables detail the changes:

 

Loans and Leases

 

The table below compares the portfolio loans and leases outstanding at June 30, 2017 to December 31, 2016:

 

   

June 30, 2017

   

December 31, 2016

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of

Portfolio

   

Balance

   

Percent of

Portfolio

   

Amount

   

Percent

 

Commercial mortgage

  $ 1,197,936       44.9

%

  $ 1,110,898       43.8

%

  $ 87,038       7.8

%

Home equity lines & loans

    208,480       7.8

%

    207,999       8.2

%

    481       0.2

%

Residential mortgage

    416,488       15.6

%

    413,540       16.3

%

    2,948       .07

%

Construction

    156,581       5.9

%

    141,964       5.6

%

    14,617       10.3

%

Commercial and industrial

    599,203       22.5

%

    579,791       22.9

%

    19,412       3.3

%

Consumer

    28,485       1.1

%

    25,341       1.0

%

    3,144       12.4

%

Leases

    59,478       2.2

%

    55,892       2.2

%

    3,586       6.4

%

Total portfolio loans and leases

    2,666,651       100.0

%

    2,535,425       100.0

%

    131,226       5.2

%

Loans held for sale

    8,590               9,621               (1,031

)

    (10.7

)%

Total loans and leases

  $ 2,675,241             $ 2,545,046             $ 130,195       5.1

%

 

Cash and Investment Securities

 

As of June 30, 2017, liquidity remained strong as the Corporation had $29.3 million of cash balances at the Federal Reserve and $1.5 million in other interest-bearing accounts, along with significant borrowing capacity as discussed in the “Liquidity” section below.

 

Investment securities available for sale as of June 30, 2017 totaled $443.7 million, as compared to $567.0 million as of December 31, 2016. The decrease was primarily related to the maturing, at the beginning of January 2017, of $200.0 million of short-term U.S. Treasury bills, partially offset by purchases made during the six months ended June 30, 2017 in a strategic effort to position the investment portfolio in anticipation of the RBPI Acquisition.

 

Deposits, Borrowings and Subordinated Debt

 

Deposits and borrowings as of June 30, 2017 and December 31, 2016 were as follows:

 

   

June 30, 2017

   

December 31, 2016

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of Deposits

   

Balance

   

Percent of Deposits

   

Amount

   

Percent

 

Interest-bearing checking

  $ 381,345       14.2

%

  $ 379,424       14.7

%

  $ 1,921       0.5

%

Money market

    729,859       27.2

%

    761,657       29.6

%

    (31,798

)

    (4.2

)%

Savings

    254,903       9.5

%

    232,193       9.0

%

    22,710       9.8

%

Wholesale non-maturity deposits

    54,675       2.0

%

    74,272       2.9

%

    (19,597

)

    (26.4

)%

Wholesale time deposits

    120,524       4.5

%

    73,037       2.8

%

    47,487       65.0

%

Retail time deposits

    321,982       12.0

%

    322,912       12.5

%

    (930

)

    (0.3

)%

Interest-bearing deposits

    1,863,288       69.4

%

    1,843,495       71.5

%

    19,793       1.1

%

Non-interest-bearing deposits

    818,475       30.6

%

    736,180       28.5

%

    82,295       11.2

%

Total deposits

  $ 2,681,763       100.0

%

  $ 2,579,675       100.0

%

  $ 102,088       4.0

%

 

 

 
Page 56

Table of Contents
 

 

   

June 30, 2017

   

December 31, 2016

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of

Borrowings

   

Balance

   

Percent of

Borrowings

   

Amount

   

Percent

 

Short-term borrowings

  $ 130,295       40.2

%

  $ 204,151       48.2

%

  $ (73,856

)

    (36.2

)%

Long-term FHLB advances

    164,681       50.7

%

    189,742       44.8

%

    (25,061

)

    (13.2

)%

Subordinated notes

    29,559       9.1

%

    29,532       7.0

%

    27       <0.1

%

Borrowed funds

  $ 324,535       100.0

%

  $ 423,425       100.0

%

  $ (98,890

)

    (23.4

)%

 

 

Capital

 

Consolidated shareholder’s equity of the Corporation was $395.0 million, or 11.5% of total assets as of June 30, 2017, as compared to $381.1 million, or 11.1% of total assets as of December 31, 2016. The following table presents the Corporation’s and Bank’s capital ratios and the minimum capital requirements to be considered “Well Capitalized” by regulators as of June 30, 2017 and December 31, 2016:

 

(dollars in thousands)

 

Actual

   

Minimum to be Well-Capitalized

Under Prompt Corrective Action

Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

 

June 30, 2017:

                               

Total (Tier II) capital to risk weighted assets

                               

Corporation

  $ 323,668       11.79

%

  $ 274,551       10.00

%

Bank

    298,205       10.88

%

    274,145       10.00

%

Tier I capital to risk weighted assets

                               

Corporation

    277,297       10.10

%

    219,640       8.00

%

Bank

    281,393       10.26

%

    219,316       8.00

%

Common equity Tier I capital to risk weighted assets

                               

Corporation

    277,297       10.10

%

    178,458       6.50

%

Bank

    281,393       10.26

%

    178,194       6.50

%

Tier I Leverage ratio (Tier I capital to total quarterly average assets)

                               

Corporation

    277,297       8.63

%

    160,707       5.00

%

Bank

    281,393       8.76

%

    160,528       5.00

%

Tangible common equity to tangible assets(1)

                               

Corporation

    265,766       8.03

%

           

Bank

    272,520       8.24

%

           
                                 

December 31, 2016:

                               

Total (Tier II) capital to risk weighted assets

                               

Corporation

  $ 318,191       12.35

%

  $ 257,651       10.00

%

Bank

    287,897       11.19

%

    257,179       10.00

%

Tier I capital to risk weighted assets

                               

Corporation

    270,845       10.51

%

    206,121       8.00

%

Bank

    270,083       10.50

%

    205,743       8.00

%

Common equity Tier I capital to risk weighted assets

                               

Corporation

    270,845       10.51

%

    167,474       6.50

%

Bank

    270,083       10.50

%

    167,166       6.50

%

Tier I leverage ratio (Tier I capital to total quarterly average assets)

                               

Corporation

    270,845       8.73

%

    155,035       5.00

%

Bank

    270,083       8.73

%

    154,761       5.00

%

Tangible common equity to tangible assets(1)

                               

Corporation

    255,959       7.76

%

           

Bank

    258,352       7.85

%

           

 

                          (1) There is no official regulatory guideline for the tangible common equity to tangible asset ratio.

 

The capital ratios for the Bank and the Corporation, as of June 30, 2017, as shown in the above tables, indicate levels well above the regulatory minimum to be considered “well capitalized.” At both the Bank and Corporation levels, the capital ratios to risk-weighted assets have all decreased from their December 31, 2016 levels largely as a result of the increase in risk-weighted assets, much of which was in the commercial mortgage, construction, and commercial and industrial segments of the loan portfolio, which are typically risk-weighted at 100%.

 

Liquidity

 

The Corporation’s liquidity position is managed on a daily basis as part of the daily settlement function and continuously as part of the formal asset liability management process. The Bank’s liquidity is maintained by managing its core deposits as the primary source, purchasing federal funds, selling loans in the secondary market, borrowing from the FHLB and the Federal Reserve Bank, and purchasing and issuing wholesale certificates of deposit as its secondary sources.

 

 

 
Page 57

Table of Contents
 

 

Unused availability is detailed on the following table:

 

(dollars in millions)

 

Available

Funds as

of June 30,

2017

   

Percent of Total

Borrowing

Capacity

   

Available

Funds as

of December 31,

2016

   

Percent of Total

Borrowing

Capacity

   

Dollar Change

   

Percent Change

 

Federal Home Loan Bank of Pittsburgh

  $ 1,005.4       81.4

%

  $ 886.0       72.9

%

  $ 119.4       13.5

%

Federal Reserve Bank of Philadelphia

    116.3       100.0

%

    117.3       100.0

%

    (1.0

)

    (0.9

)%

Fed Funds Lines (six banks)

    79.0       100.0

%

    79.0       100.0

%

         

%

Revolving line of credit with correspondent bank

    5.0       100.0

%

    5.0       100.0

%

         

%

    $ 1,205.7       84.0

%

  $ 1,087.3       76.7

%

  $ 118.4       10.9

%

 

Quarterly, the ALCO reviews the Corporation’s liquidity needs and reports its findings to the Corporation’s Board of Directors.

 

The Corporation has an agreement with IND to provide up to $40 million, excluding accrued interest, of money market and NOW funds at an agreed upon interest rate equal to the current Fed Funds rate plus 20 basis points. The Corporation had $32.2 million in balances as of June 30, 2017 under this program.

 

The Corporation continually evaluates the cost and mix of its retail and wholesale funding sources relative to earning assets and expected future earning-asset growth. The Corporation believes that with its current branch network, along with the available borrowing capacity at FHLB and other sources, it has sufficient capacity available to fund expected earning-asset growth.

 

Discussion of Segments

 

The Corporation has two principal segments as defined by FASB ASC 280, “Segment Reporting.” The segments are Banking and Wealth Management (see Note 10 in the accompanying Notes to Unaudited Consolidated Financial Statements).

 

The Wealth Management Segment recorded a pre-tax segment profit (“PTSP”) of $3.7 million and $7.2 million for the three and six months ended June 30, 2017, respectively, as compared to PTSP of $3.4 million and $7.0 million, respectively, for the same periods in 2016. The Wealth Management Segment provided 25.7% of the Corporation’s pre-tax profit for both the three and six month periods ended June 30, 2017 as compared to 24.9% and 26.6% for the same respective periods in 2016. For the three month period ended June 30, 2017, both insurance revenues and fees for wealth management services increased from the same period in 2016. For the six month period ended June 30, 2017, as compared to the same period in 2016, fees for wealth management services increased, while insurance revenues decreased, largely related to the contingent commissions discussed in the noninterest income section above.

 

The Banking Segment recorded a PTSP of $10.7 million and $21.0 million for the three and six months ended June 30, 2017 as compared to PTSP of $10.3 million and $19.4 million for the same respective periods in 2016. The Banking Segment provided 74.3% of the Corporation’s pre-tax profit for both the three and six month periods ended June 30, 2017 as compared to 75.1% and 73.4% for the same respective periods in 2016.

 

Off Balance Sheet Risk

 

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Total commitments to extend credit at June 30, 2017 were $702.3 million, as compared to $675.4 million at December 31, 2016.

 

Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The Bank’s obligation under standby letters of credit at June 30, 2017 amounted to $16.0 million, as compared to $12.7 million at December 31, 2016.

 

Estimated fair values of the Corporation’s off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments.

 

 

Contractual Cash Obligations of the Corporation as of June 30, 2017:

 

(dollars in millions)

 

Total

   

Within 1 Year

   

2 – 3 Years

   

4 – 5 Years

   

After 5 Years

 

Deposits without a stated maturity

  $ 2,239.3     $ 2,239.3     $     $     $  

Wholesale and retail time deposits

    442.5       358.6       78.6       5.3        

Short-term borrowings

    130.3       130.3                    

Long-term FHLB advances

    164.7       91.5       68.2       5.0        

Operating leases

    30.9       4.4       8.3       6.1       12.1  

Purchase obligations

    8.1       2.3       2.9       2.9        

Total

  $ 3,015.8     $ 2,826.4     $ 158.0     $ 19.3       12.1  

 

 

 
Page 58

Table of Contents
 

 

Other Information

 

Effects of Inflation 

 

Inflation has some impact on the Corporation’s operating costs. Unlike many industrial companies, however, substantially all of the Corporation’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Corporation’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services.

 

Effects of Government Monetary Policies

 

The earnings of the Corporation are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect rates charged on loans or paid for deposits.

 

The Corporation is a member of the Federal Reserve System and, therefore, the policies and regulations of the Federal Reserve Board have a significant effect on its deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Corporation’s operations in the future. The effect of such policies and regulations upon the future business and earnings of the Corporation cannot be predicted.

 

Special Cautionary Notice Regarding Forward Looking Statements

 

Certain of the statements contained in this report and the documents incorporated by reference herein may constitute forward-looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Bryn Mawr Bank Corporation (the “Corporation”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to the Corporation’s financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, mortgage servicing rights, the effect of changes in accounting standards, and market and pricing trends loss. The words The words “may”, “would”, “could”, “will”, “likely”, “expect,” “anticipate,” “intend”, “estimate”, “plan”, “forecast”, “project” and “believe” and similar expressions are intended to identify such forward-looking statements. The Corporation’s actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation:

 

 

local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact;

 

 

our need for capital;

 

 

lower demand for our products and services and lower revenues and earnings could result from an economic recession;

 

 

lower earnings could result from other-than-temporary impairment charges related to our investment securities portfolios or other assets;

 

 

changes in monetary or fiscal policy, or existing statutes, regulatory guidance, legislation or judicial decisions that adversely affect our business, including changes in federal income tax or other tax regulations;

 

 

changes in the level of non-performing assets and charge-offs;

 

 

changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

 

 

other changes in accounting requirements or interpretations;

 

 

the accuracy of assumptions underlying the establishment of provisions for loan and lease losses and estimates in the value of collateral, and various financial assets and liabilities;

 

 

inflation, securities market and monetary fluctuations;

 

 

changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets;

 

 

changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, and interest rate sensitivity;

 

 

prepayment speeds, loan originations and credit losses;

 

 

changes in the value of our mortgage servicing rights;

 

 
Page 59

Table of Contents
 

 

 

sources of liquidity and financial resources in the amounts, at the times and on the terms required to support our future business;

 

 

legislation or other governmental action affecting the financial services industry as a whole, us or our subsidiaries individually or collectively, including changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply;

 

 

results of examinations by the Federal Reserve Board, including the possibility that such regulator may, among other things, require us to increase our allowance for loan losses or to write down assets;

 

 

our common stock outstanding and common stock price volatility;

 

 

fair value of and number of stock-based compensation awards to be issued in future periods;

 

 

with respect to mergers and acquisitions, our business and the acquired business will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

 

 

revenues following the completion of a merger or acquisition may be lower than expected;

 

 

deposit attrition, operating costs, customer loss and business disruption following a merger or acquisition, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

 

 

material differences in the actual financial results of our merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected time frame;

 

 

our success in continuing to generate new business in our existing markets, as well as their success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time;

 

 

our ability to continue to generate investment results for customers and the ability to continue to develop investment products in a manner that meets customers’ needs;

 

 

changes in consumer and business spending, borrowing and savings habits and demand for financial services in the relevant market areas;

 

 

rapid technological developments and changes;

 

 

the effects of competition from other commercial banks, thrifts, mortgage companies, finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in our market areas and elsewhere including institutions operating locally, regionally, nationally and internationally together with such competitors offering banking products and services by mail, telephone, computer and the internet;

 

 

our ability to continue to introduce competitive new products and services on a timely, cost-effective basis and the mix of those products and services;

 

 

containing costs and expenses;

 

 

protection and validity of intellectual property rights;

 

 

reliance on large customers;

 

 

technological, implementation and cost/financial risks in contracts;

 

 

the outcome of pending and future litigation and governmental proceedings;

 

 

any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts);

 

 

ability to retain key employees and members of senior management;

 

 

the ability of key third-party providers to perform their obligations to us and our subsidiaries; and

 

 

Our success in managing the risks involved in the foregoing;

 

 

as it relates to our pending merger with RBPI, that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all;

 

 

that prior to the completion of the transaction or thereafter, the Corporation’s and RBPI’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors;

 

 

that the parties are unable to successfully implement integration strategies;

 

 
Page 60

Table of Contents
 

 

 

the inability of RBPI to cash out outstanding warrants to purchase RBPI Class A Common Stock;

 

 

reputational risks and the reaction of the companies’ customers to the transaction;

 

 

diversion of management time on merger-related issues; the integration of the acquired business with the Corporation may take longer than anticipated or be more costly to complete and that the anticipated benefits, including any anticipated cost savings or strategic gains may be significantly harder to achieve or take longer than anticipated or may not be achieved; the need for capital, ability to control operating costs and expenses, and to manage loan and lease delinquency rates;

 

 

the credit risks of lending activities and overall quality of the composition of acquired loan, lease and securities portfolio;

 

 

the inability of key third-party providers to perform their obligations to us.

 

 

All written or oral forward-looking statements attributed to the Corporation are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this Report and the documents incorporated by reference herein are based upon the Corporation’s beliefs and assumptions as of the date of this Report. The Corporation assumes no obligation to update any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Report or incorporated documents might not occur and you should not put undue reliance on any forward-looking statements.

 

Additional Information About the Merger with RBPI and Where to Find It

 

In connection with the proposed merger transaction between the Corporation and RBPI, on April 20, 2017, the Corporation filed with the Securities and Exchange Commission a Registration Statement on Form S-4/A which included a Proxy Statement of RBPI, and a Prospectus of the Corporation, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger with RBPI and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

 

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about the Corporation and RBPI, may be obtained at the SEC’s Internet site (http://www.sec.gov).

 

The Corporation and RBPI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of RBPI in connection with the proposed merger. Information about the directors and executive officers of the Corporation is set forth in the proxy statement for the Corporation’s 2017 annual meeting of shareholders, filed with the SEC on a Schedule 14A on March 10, 2017. Information about the directors and executive officers of RBPI is set forth in the Form 10-K for RBPI, as filed with the SEC on March 22, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risks

 

See the discussion of quantitative and qualitative disclosures about market risks in the Corporation’s 2016 Annual Report, as updated by the disclosure in “Management’s Discussion and Analysis of Results of Operations – Interest Rate Summary,” “– Summary of Interest Rate Simulation,” “Customer Derivatives” and “– Gap Analysis” in this quarterly report on Form 10-Q.

 

ITEM 4. Controls and Procedures

 

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer, Francis J. Leto, and Chief Financial Officer, Michael W. Harrington, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2017.

 

There were no changes in the Corporation’s internal controls over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

 

 
Page 61

Table of Contents
 

 

PART II OTHER INFORMATION.

 

ITEM 1. Legal Proceedings.

 

In a Complaint filed on April 11, 2017 in the U.S. District Court for the Eastern District of Pennsylvania, the Corporation was named as a defendant in a lawsuit entitled Parshall v. Royal Bancshares of Pennsylvania, Inc., et al. In relevant part, Mr. Parshall, a purported shareholder of RBPI, alleges that the Corporation, as a “control person” of RBPI, should be liable for what Mr. Parshall claims to be inadequate disclosures in the proxy statement/prospectus RBPI sent to its shareholders in connection with soliciting approval of the Corporation’s acquisition of RBPI. Mr. Parshall purports to bring this claim on behalf of a class of similarly-situated RBPI shareholders, although no class has yet been certified by the court. Mr. Parshall does not articulate any monetary damages in his complaint, but seeks the right to prevent the Corporation’s acquisition of RBPI (or in the alternative, if it does proceed, rescind it or award rescissory damages), an order for an amended proxy statement/prospectus, a declaratory judgment that the defendants, including the Corporation, violated federal securities laws, and unspecified attorney's fees and litigation costs.

 

 

ITEM 1A. Risk Factors
None.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Share Repurchase

 

The following table presents the shares repurchased by the Corporation during the second quarter of 2017 (1) :

 

Period

 

Total Number of
Shares Purchased
(2) (3)

   

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 Plan
or Programs

 

April 1, 2017 – April 30, 2017

    2,008     $ 41.38             189,300  

May 1, 2017 – May 31, 2017

    1,533     $ 42.55             189,300  

June 1, 2017 – June 30, 2017

        $             189,300  
                                 

Total

    3,541     $ 41.88             189,300  

 

(1)

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. There is no expiration date on the 2015 Program and the Corporation has no plans for an early termination of the 2015 Program. All share repurchases under the 2015 Program were accomplished in open market transactions. As of June 30, 2017, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300.

 

(2)

On April 4, 2017 and April 28, 2017, 491 shares and 1,168 share, respectively, were purchased by the Corporation’s deferred compensation plans through open market transactions.

 

(3)

Includes shares purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of the Corporation or Bank as follows: 349 shares on April 18, 2017; 1,533 shares on May 15, 2017

 

 

ITEM 3. Defaults Upon Senior Securities

None.

 

ITEM 4. Mine Safety Disclosures.
         Not applicable.

 

ITEM 5. Other Information

None.

 

 

 
Page 62

Table of Contents
 

 

 ITEM 6. Exhibits

 

 

Exhibit No.

Description and References 

   

2.1

Agreement and Plan of Merger, dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation and Royal Bancshares of Pennsylvania, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on January 31, 2017

3.1    

Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

3.2    

Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1      

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

32.2      

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

101.INS XBRL

Instance Document, filed herewith

   

101.SCH XBRL

Taxonomy Extension Schema Document, filed herewith

   

101.CAL XBRL

Taxonomy Extension Calculation Linkbase Document, filed herewith

   

101.DEF XBRL

Taxonomy Extension Definition Linkbase Document, filed herewith

   

101.LAB XBRL

Taxonomy Extension Label Linkbase Document, filed herewith

   

101.PRE XBRL

Taxonomy Extension Presentation Linkbase Document, filed herewith

 

 
Page 63

Table of Contents
 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Bryn Mawr Bank Corporation

       

Date: August 4, 2017

 

By:

/s/ Francis J. Leto        

 

 

 

 

Francis J. Leto

 

 

 

 

President & Chief Executive Officer

     

(Principal Executive Officer)

       
       

Date: August 4, 2017

 

By:

/s/ Michael W. Harrington        

 

 

 

 

Michael W. Harrington

 

 

 

 

Chief Financial Officer

       

(Principal Financial Officer)

 

 
Page 64

Table of Contents
 

 

Form 10-Q

Index to Exhibits

 

 

Exhibit No.

Description and References 

   

2.1

Agreement and Plan of Merger, dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation and Royal Bancshares of Pennsylvania, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on January 31, 2017

3.1    

Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

3.2    

Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1      

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

32.2      

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

101.INS XBRL

Instance Document, filed herewith

   

101.SCH XBRL

Taxonomy Extension Schema Document, filed herewith

   

101.CAL XBRL

Taxonomy Extension Calculation Linkbase Document, filed herewith

   

101.DEF XBRL

Taxonomy Extension Definition Linkbase Document, filed herewith

   

101.LAB XBRL

Taxonomy Extension Label Linkbase Document, filed herewith

   

101.PRE XBRL

Taxonomy Extension Presentation Linkbase Document, filed herewith

 

 

Page 65