ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY INFORMATION | ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY INFORMATION Allowance for Loan Losses We maintain an allowance for loan losses which represents our best estimate of probable losses in our loan portfolio. As losses are realized, they are charged to this allowance. We established our allowance in accordance with guidance provided in the SEC’s Staff Accounting Bulletin 102 (SAB 102), Selected Loan Loss Allowance Methodology and Documentation Issues, ASC 450, Contingencies and ASC 310, Receivables . When we have reason to believe it is probable that we will not be able to collect all contractually due amounts of principal and interest, loans are evaluated for impairment on an individual basis and a specific allocation of the allowance is assigned in accordance with ASC 310-10. We also maintain an allowance for loan losses on acquired loans when: (i) for loans accounted for under ASC 310-30, there is deterioration in credit quality subsequent to acquisition and (ii) for loans accounted for under ASC 310-20, the inherent losses in the loans exceed the remaining credit discount recorded at the time of acquisition. The determination of the allowance for loan losses requires significant judgment reflecting our best estimate of impairment related to specifically identified impaired loans as well as probable loan losses in the remaining loan portfolio. Our evaluation is based on a continuing review of these portfolios. The following are included in our allowance for loan losses: • Specific reserves for impaired loans • An allowance for each pool of homogenous loans based on historical loss experience • Adjustments for qualitative and environmental factors allocated to pools of homogenous loans When it is probable that the Bank will be unable to collect all amounts due (interest and principal) in accordance with the contractual terms of the loan agreement, it assigns a specific reserve to that loan, if necessary. Unless loans are well-secured and collection is imminent, loans greater than 90 days past due are deemed impaired and their respective reserves are generally charged-off once the loss has been confirmed. Estimated specific reserves are based on collateral values, estimates of future cash flows or market valuations. We charge loans off when they are deemed to be uncollectible. During the three months ended March 31, 2018 and 2017 , net charge-offs totaled $3.4 million , or 0.29% , of average loans annualized, and $2.1 million , or 0.19% , of average loans annualized, respectively. Allowances for pooled homogeneous loans, that are not deemed impaired, are based on historical net loss experience. Estimated losses for pooled portfolios are determined differently for commercial loan pools and retail loan pools. Commercial loans are pooled as follows: commercial, owner-occupied commercial, commercial mortgages and construction. Each pool is further segmented by internally assessed risk ratings. Loan losses for commercial loans are estimated by determining the probability of default and expected loss severity upon default. The probability of default is calculated based on the historical rate of migration to impaired status during the last 29 quarters. During the three months ended March 31, 2018 , we increased the look-back period to 29 quarters from the 28 quarters used at December 31, 2017 . This increase in the look-back period allows us to continue to anchor to the fourth quarter of 2010 to ensure that the core reserves calculated by the ALLL model are adequately considering the losses within a full credit cycle. Loss severity upon default is calculated as the actual loan losses (net of recoveries) on impaired loans in their respective pool during the same time frame. Retail loans are pooled into the following segments: residential mortgage, consumer secured and consumer unsecured loans. Pooled reserves for retail loans are calculated based solely on average net loss rates over the same 29 quarter look-back period. Qualitative adjustment factors consider various current internal and external conditions which are allocated among loan types and take into consideration: • Current underwriting policies, staff, and portfolio mix, • Internal trends of delinquency, nonaccrual and criticized loans by segment, • Risk rating accuracy, control and regulatory assessments/environment, • General economic conditions - locally and nationally, • Market trends impacting collateral values, and • The competitive environment, as it could impact loan structure and underwriting. The above factors are based on their relative standing compared to the period in which historic losses are used in core reserve estimates and current directional trends. Qualitative factors in our model can add to or subtract from core reserves. The allowance methodology uses a loss emergence period (LEP), which is the period of time between an event that triggers the probability of a loss and the confirmation of the loss. We estimate the commercial LEP to be approximately nine quarters as of March 31, 2018 . Our residential mortgage and consumer LEP remained at four quarters as of March 31, 2018 . We evaluate LEP quarterly for reasonableness and complete a detailed historical analysis of our LEP annually for our commercial portfolio and review the current four quarter LEP for the retail portfolio to determine the continued reasonableness of this assumption. Our loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with individual problem loans. In addition, various regulatory agencies periodically review our loan ratings and allowance for loan losses and the Bank’s internal loan review department performs loan reviews. The following tables provide the activity of our allowance for loan losses and loan balances for the three months ended March 31, 2018 : (Dollars in thousands) Commercial Owner-occupied Commercial Commercial Mortgages Construction Residential (1) Consumer Total Allowance for loan losses Beginning balance $ 16,732 $ 5,422 $ 5,891 $ 2,861 $ 1,798 $ 7,895 $ 40,599 Charge-offs (3,360 ) (10 ) (48 ) — — (462 ) (3,880 ) Recoveries 80 5 134 1 14 207 441 Provision (credit) 2,650 (58 ) 617 27 (129 ) 548 3,655 Provision for acquired loans — — 23 (25 ) (3 ) — (5 ) Ending balance $ 16,102 $ 5,359 $ 6,617 $ 2,864 $ 1,680 $ 8,188 $ 40,810 Loans individually evaluated for impairment $ 2,632 $ — $ — $ — $ 643 $ 186 $ 3,461 Loans collectively evaluated for impairment 13,296 5,347 6,528 2,857 1,001 7,994 37,023 Acquired loans evaluated for impairment 174 12 89 7 35 9 326 Ending balance $ 16,102 $ 5,359 $ 6,617 $ 2,864 $ 1,679 $ 8,189 $ 40,810 Loans individually evaluated for impairment (2) $ 16,993 $ 4,342 $ 5,946 $ 6,490 $ 12,861 $ 7,677 $ 54,309 Loans collectively evaluated for impairment 1,361,517 938,166 970,750 267,293 145,753 541,644 4,225,123 Acquired nonimpaired loans 107,183 133,007 178,518 15,259 67,722 33,152 534,841 Acquired impaired loans 3,870 5,147 9,210 901 777 249 20,154 Ending balance (3) $ 1,489,563 $ 1,080,662 $ 1,164,424 $ 289,943 $ 227,113 $ 582,722 $ 4,834,427 (1) Period-end loan balance excludes reverse mortgages, at fair value of $20.0 million . (2) The difference between this amount and nonaccruing loans represents accruing troubled debt restructured loans of $20.2 million for the period ending March 31, 2018 . Accruing troubled debt restructured loans are considered impaired loans. (3) Ending loan balances do not include net deferred fees. The following table provides the activity of the allowance for loan losses and loan balances for the three months ended March 31, 2017 : (Dollars in thousands) Commercial Owner - occupied Commercial Commercial Mortgages Construction Residential (1) Consumer Total Allowance for loan losses Beginning balance $ 13,339 $ 6,588 $ 8,915 $ 2,838 $ 2,059 $ 6,012 $ 39,751 Charge-offs (1,255 ) (192 ) (104 ) (14 ) (11 ) (1,143 ) (2,719 ) Recoveries 84 75 46 2 120 305 632 Provision (credit) 1,949 (441 ) (518 ) 158 (114 ) 1,080 2,114 Provision for acquired loans 88 — (4 ) (23 ) — (13 ) 48 Ending balance $ 14,205 $ 6,030 $ 8,335 $ 2,961 $ 2,054 $ 6,241 $ 39,826 Loans individually evaluated for impairment $ 1,860 $ — $ 1,395 $ 500 $ 887 $ 194 $ 4,836 Loans collectively evaluated for impairment 12,165 6,015 6,763 2,397 1,144 6,042 34,526 Acquired loans evaluated for impairment 180 15 177 64 23 5 464 Ending balance $ 14,205 $ 6,030 $ 8,335 $ 2,961 $ 2,054 $ 6,241 $ 39,826 Loans individually evaluated for impairment (2) $ 16,767 $ 4,020 $ 9,771 $ 3,130 $ 14,280 $ 9,029 $ 56,997 Loans collectively evaluated for impairment 1,175,911 919,508 928,925 225,718 158,430 405,285 3,813,777 Acquired nonimpaired loans 141,933 156,724 216,410 24,540 85,679 50,321 675,607 Acquired impaired loans 5,256 12,040 10,450 2,372 866 263 31,247 Ending balance (3) $ 1,339,867 $ 1,092,292 $ 1,165,556 $ 255,760 $ 259,255 $ 464,898 $ 4,577,628 (1) Period-end loan balance excludes reverse mortgages, at fair value of $22.5 million . (2) The difference between this amount and nonaccruing loans represents accruing troubled debt restructured loans of $17.3 million for the period ending March 31, 2017 . Accruing troubled debt restructured loans are considered impaired loans. (3) Ending loan balances do not include net deferred fees. Nonaccrual and Past Due Loans Nonaccruing loans are those on which the accrual of interest has ceased. Typically, we discontinue accrual of interest on originated loans after payments become more than 90 days past due or earlier if we do not expect the full collection of principal or interest in accordance with the terms of the loan agreement. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the accretion of net deferred loan fees and amortization of net deferred loan costs is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on our assessment of the ultimate collectability of principal and interest. Loans greater than 90 days past due and still accruing are defined as loans contractually past due 90 days or more as to principal or interest payments, but which remain in accrual status because they are considered well secured and are in the process of collection. The following tables show our nonaccrual and past due loans at the dates indicated: March 31, 2018 (Dollars in thousands) 30–59 Days Past Due and Still Accruing 60–89 Days Past Due and Still Accruing Greater Than 90 Days Past Due and Still Accruing Total Past Due And Still Accruing Accruing Current Balances Acquired Impaired Loans Nonaccrual Loans Total Loans Commercial $ 403 $ 708 $ 31 $ 1,142 $ 1,467,695 $ 3,870 $ 16,856 $ 1,489,563 Owner-occupied commercial 1,529 — — 1,529 1,069,644 5,147 4,342 1,080,662 Commercial mortgages 616 34 46 696 1,149,408 9,210 5,110 1,164,424 Construction 2,024 — — 2,024 285,580 901 1,438 289,943 Residential (1) 2,446 211 155 2,812 219,366 777 4,158 227,113 Consumer 532 179 323 1,034 579,283 249 2,156 582,722 Total (2) $ 7,550 $ 1,132 $ 555 $ 9,237 $ 4,770,976 $ 20,154 $ 34,060 $ 4,834,427 % of Total Loans 0.16 % 0.02 % 0.01 % 0.19 % 98.69 % 0.42 % 0.70 % 100 % (1) Residential accruing current balances excludes reverse mortgages at fair value of $20.0 million . (2) The balances above include a total of $534.8 million of acquired non-impaired loans. December 31, 2017 (Dollars in thousands) 30–59 Days Past Due and Still Accruing 60–89 Days Past Due and Still Accruing Greater Than 90 Days Past Due and Still Accruing Total Past Due And Still Accruing Accruing Current Balances Acquired Impaired Loans Nonaccrual Loans Total Loans Commercial $ 1,050 $ — $ — $ 1,050 $ 1,440,291 $ 4,156 $ 19,057 $ 1,464,554 Owner-occupied commercial 2,069 233 — 2,302 1,067,488 5,803 3,654 1,079,247 Commercial mortgages 320 90 — 410 1,171,701 9,724 5,870 1,187,705 Construction — — — — 278,864 940 1,804 281,608 Residential (1) 2,058 731 356 3,145 225,434 784 4,124 233,487 Consumer 1,117 463 105 1,685 554,634 247 1,927 558,493 Total (2) $ 6,614 $ 1,517 $ 461 $ 8,592 $ 4,738,412 $ 21,654 $ 36,436 $ 4,805,094 % of Total Loans 0.14 % 0.03 % 0.01 % 0.18 % 98.61 % 0.45 % 0.76 % 100 % (1) Residential accruing current balances excludes reverse mortgages, at fair value of $19.8 million . (2) The balances above include a total of $565.5 million of acquired non-impaired loans. Impaired Loans Loans for which it is probable we will not collect all principal and interest due according to their contractual terms, which is assessed based on the credit characteristics of the loan and/or payment status, are measured for impairment in accordance with the provisions of SAB 102 and FASB ASC 310, Receivables (ASC 310). The amount of impairment is required to be measured using one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the fair value of collateral, if the loan is collateral dependent or (3) the loan’s observable market price. If the measure of the impaired loan is less than the recorded investment in the loan, a related allowance is allocated for the impairment. The following tables provide an analysis of our impaired loans at March 31, 2018 and December 31, 2017 : March 31, 2018 (Dollars in thousands) Ending Loan Balances Loans with No Related Reserve (1) Loans with Related Reserve Related Reserve Contractual Principal Balances Average Loan Balances Commercial $ 18,592 $ 3,038 $ 15,554 $ 2,806 $ 24,842 $ 17,941 Owner-occupied commercial 6,032 4,342 1,690 12 6,360 6,103 Commercial mortgages 7,427 5,946 1,481 89 16,370 11,103 Construction 6,718 6,490 228 7 7,239 5,134 Residential 13,261 8,195 5,066 679 15,992 14,334 Consumer 7,911 6,480 1,431 194 8,953 8,136 Total (2) $ 59,941 $ 34,491 $ 25,450 $ 3,787 $ 79,756 $ 62,751 (1) Reflects loan balances at or written down to their remaining book balance. (2) The above includes acquired impaired loans totaling $5.6 million in the ending loan balance and $6.6 million in the contractual principal balance. December 31, 2017 (Dollars in thousands) Ending Loan Balances Loans with No Related (1) Loans with Related Reserve Related Reserve Contractual Principal Balances Average Loan Balances Commercial $ 20,842 $ 3,422 $ 17,420 $ 3,861 $ 23,815 $ 15,072 Owner-occupied commercial 5,374 3,654 1,720 12 5,717 5,827 Commercial mortgages 7,598 4,487 3,111 112 16,658 12,630 Construction 6,292 6,023 269 33 6,800 4,523 Residential 14,181 8,282 5,899 796 17,015 14,533 Consumer 7,819 6,304 1,515 203 8,977 8,158 Total (2) $ 62,106 $ 32,172 $ 29,934 $ 5,017 $ 78,982 $ 60,743 (1) Reflects loan balances at or written down to their remaining book balance. (2) The above includes acquired impaired loans totaling $5.8 million in the ending loan balance and $6.8 million in the contractual principal balance. Interest income of $0.3 million was recognized on impaired loans during the three months ended March 31, 2018 . Interest income of $0.3 million was recognized on impaired loans during the three months ended March 31, 2017 . As of March 31, 2018 , there were 38 residential loans and 10 commercial loans in the process of foreclosure. The total outstanding balance on the loans was $3.3 million and $6.1 million , respectively. As of December 31, 2017 , there were 33 residential loans and 8 commercial loans in the process of foreclosure. The total outstanding balance on the loans was $2.9 million and $6.0 million , respectively. Reserves on Acquired Nonimpaired Loans In accordance with FASB ASC 310, loans acquired by the Bank through its mergers with First National Bank of Wyoming, Alliance Bancorp, Inc. (Alliance) and Penn Liberty are required to be reflected on the balance sheet at their fair values on the date of acquisition as opposed to their contractual values. Therefore, on the date of acquisition establishing an allowance for acquired loans is prohibited. After the acquisition date the Bank performs a separate allowance analysis on a quarterly basis to determine if an allowance for loan loss is necessary. Should the credit risk calculated exceed the purchased loan portfolio’s remaining credit mark, additional reserves will be added to the Bank’s allowance. When a purchased loan becomes impaired after its acquisition, it is evaluated as part of the Bank’s reserve analysis and a specific reserve is established to be included in the Bank’s allowance. Credit Quality Indicators Below is a description of each of our risk ratings for all commercial loans: • Pass . These borrowers currently show no indication of deterioration or potential problems and their loans are considered fully collectible • Special Mention. Borrowers have potential weaknesses that deserve management’s close attention. Borrowers in this category may be experiencing adverse operating trends, for example, declining revenues or margins, high leverage, tight liquidity, or increasing inventory without increasing sales. These adverse trends can have a potential negative effect on the borrower’s repayment capacity. These assets are not adversely classified and do not expose the Bank to significant risk that would warrant a more severe rating. Borrowers in this category may also be experiencing significant management problems, pending litigation, or other structural credit weaknesses. • Substandard . Borrowers have well-defined weaknesses that require extensive oversight by management. Borrowers in this category may exhibit one or more of the following: inadequate debt service coverage, unprofitable operations, insufficient liquidity, high leverage, and weak or inadequate capitalization. Relationships in this category are not adequately protected by the sound financial worth and paying capacity of the obligor or the collateral pledged on the loan, if any. A distinct possibility exists that the Bank will sustain some loss if the deficiencies are not corrected. • Doubtful . Borrowers have well-defined weaknesses inherent in the Substandard category with the added characteristic that the possibility of loss is extremely high. Current circumstances in the credit relationship make collection or liquidation in full highly questionable. A doubtful asset has some pending event that may strengthen the asset that defers the loss classification. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan. • Loss . Borrowers are uncollectible or of such negligible value that continuance as a bankable asset is not supportable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical to defer writing off this asset even though partial recovery may be recognized sometime in the future. Residential and Consumer Loans The residential and consumer loan portfolios are monitored on an ongoing basis using delinquency information and loan type as credit quality indicators. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans that are greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status. The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the Allowance for Loan Loss. Commercial Credit Exposure March 31, 2018 (Dollars in thousands) Commercial Owner-occupied Commercial Commercial Mortgages Construction Total Commercial (1) Amount % Risk Rating: Special mention $ 24,871 $ 15,874 $ 4,346 $ — $ 45,091 Substandard: Accrual 33,960 18,055 2,399 5,796 60,210 Nonaccrual 14,224 4,342 5,110 1,438 25,114 Doubtful 2,632 — — — 2,632 Total Special Mention and Substandard 75,687 38,271 11,855 7,234 133,047 3 % Acquired impaired 3,870 5,147 9,210 901 19,128 1 % Pass 1,410,006 1,037,244 1,143,359 281,808 3,872,417 96 % Total $ 1,489,563 $ 1,080,662 $ 1,164,424 $ 289,943 $ 4,024,592 100 % (1) Table includes $434.0 million of acquired non-impaired loans as of March 31, 2018 . December 31, 2017 (Dollars in thousands) Commercial Owner-occupied Commercial Commercial Mortgages Construction Total Commercial (1) Amount % Risk Rating: Special mention $ 22,789 $ 16,783 $ — $ — $ 39,572 Substandard: Accrual 34,332 19,386 1,967 4,965 60,650 Nonaccrual 15,370 3,654 5,852 1,804 26,680 Doubtful 3,687 — 18 — 3,705 Total Special Mention and Substandard 76,178 39,823 7,837 6,769 130,607 3 % Acquired impaired 4,156 5,803 9,724 940 20,623 1 % Pass 1,384,220 1,033,621 1,170,144 273,899 3,861,884 96 % Total $ 1,464,554 $ 1,079,247 $ 1,187,705 $ 281,608 $ 4,013,114 100 % (1) Table includes $457.3 million of acquired non-impaired loans as of December 31, 2017 . Residential and Consumer Credit Exposure (Dollars in thousands) Residential (2) Consumer Total Residential and Consumer (3) March 31, December 31, March 31, December 31, March 31, 2018 December 31, 2017 2018 2017 2018 2017 Amount Percent Amount Percent Nonperforming (1) $ 12,861 $ 13,778 $ 7,677 $ 7,588 $ 20,538 3 % $ 21,366 3 % Acquired impaired loans 777 784 249 247 1,026 — % 1,031 — % Performing 213,475 218,925 574,796 550,658 788,271 97 % 769,583 97 % Total $ 227,113 $ 233,487 $ 582,722 $ 558,493 $ 809,835 100 % $ 791,980 100 % (1) Includes $14.2 million as of March 31, 2018 and $15.3 million as of December 31, 2017 of troubled debt restructured mortgages and home equity installment loans that are performing in accordance with the loans’ modified terms and are accruing interest. (2) Residential performing loans excludes $20.0 million and $19.8 million of reverse mortgages at fair value as of March 31, 2018 and December 31, 2017 , respectively. (3) Total includes $100.9 million and $108.2 million in acquired non-impaired loans as of March 31, 2018 and December 31, 2017 , respectively. Troubled Debt Restructurings (TDRs) TDRs are recorded in accordance with FASB ASC 310-40, Troubled Debt Restructuring by Creditors (ASC 310-40) . The following table presents the balance of TDRs as of the indicated dates: (Dollars in thousands) March 31, 2018 December 31, 2017 Performing TDRs $ 20,248 $ 20,061 Nonperforming TDRs 9,907 9,627 Total TDRs $ 30,155 $ 29,688 Approximately $0.8 million and $1.0 million in related reserves have been established for these loans at March 31, 2018 and December 31, 2017 , respectively. The following table presents information regarding the types of loan modifications made for the three months ended March 31, 2018 and 2017: March 31, 2018 March 31, 2017 Contractual payment reduction and term extension Maturity Date Extension Discharged in bankruptcy Other (1) Total Contractual payment reduction and term extension Maturity Date Extension Discharged in bankruptcy Other (1) Total Commercial — — — — — — 1 — — 1 Owner-occupied commercial — — — — — — 1 — — 1 Commercial Mortgages — 1 — — 1 — — — — — Construction — 1 — — 1 — 2 — — 2 Residential — — — — — — — 1 — 1 Consumer 1 1 — 2 4 — — 6 1 7 Total 1 3 — 2 6 — 4 7 1 12 (1) Other includes underwriting exceptions. Principal balances are generally not forgiven when a loan is modified as a TDR. Nonaccruing restructured loans remain in nonaccrual status until there has been a period of sustained repayment performance, which is typically six months , and payment is reasonably assured. The following table presents loans identified as TDRs during the three months ended March 31, 2018 and 2017 . Three Months Ended March 31, 2018 2017 (Dollars in thousands) Pre Modification Post Modification Pre Modification Post Modification Commercial $ — $ — $ 443 $ 443 Owner-occupied commercial — — 3,071 3,071 Commercial mortgages 458 458 — — Construction 920 920 1,712 1,712 Residential — — 242 242 Consumer 262 262 584 584 Total $ 1,640 $ 1,640 $ 6,052 $ 6,052 During the three months ended March 31, 2018 , the TDRs set forth in the table above resulted in no increase in our allowance for loan losses and no additional charge-offs. For the same period of 2017 , the TDRs set forth in the table above increased our allowance for loan losses by $0.3 million and resulted in no additional charge-offs. During the three months ended March 31, 2018 , two TDRs defaulted that had received troubled debt modification during the past twelve months with a total loan amount of $0.1 million . During the three months ended March 31, 2017 , three TDRs defaulted that had received troubled debt modification during the past twelve months with a total loan amount of $0.7 million . |