UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR



☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________________ TO __________________



Commission file number 000-53528





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer ☐
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

 

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

 

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date:



 

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Table of Contents

 



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Part I – Financial Information



Item 1 – Fi nan cial Statements



Consolidated Balance Sheets (Unaudited)







	June 30,			December 31,
ASSETS	2016			2015
	(In Thousands, Except Share Data)
Cash and due from banks	$	14,318		$	12,459
Interest bearing demand deposits with banks		8,807			6,067
Federal funds sold		1,000			1,000
Cash and Cash Equivalents		24,125			19,526
Securities available for sale		89,879			77,253
Restricted investment in bank stock		624			2,178
Loans receivable, net of allowance for loan losses of $6,279 in 2016; $6,068 in 2015		725,299			684,047
Premises and equipment, net of accumulated depreciation		2,192			2,258
Bank owned life insurance		12,472			12,343
Accrued interest receivable		1,692			1,637
Other real estate owned		621			1,224
Other assets		3,870			3,572
Total Assets	$	860,774		$	804,038
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	97,298		$	89,959
Interest bearing		677,196			570,307
Total Deposits		774,494			660,266
Securities sold under agreements to repurchase		8,603			27,535
Short-term borrowings		-			39,306
Long-term borrowings		-			3,820
Accrued interest payable		671			462
Other liabilities		5,800			4,548
Total Liabilities		789,568			735,937
Stockholders' Equity:
Common stock, $1 par value; authorized 20,000,000 shares;
2016 issued and outstanding 7,413,481 shares
2015 issued and outstanding 7,407,547 shares		7,413			7,408
Surplus		24,393			24,299
Retained earnings		37,466			35,158
Accumulated other comprehensive income		1,934			1,236
Total Stockholders' Equity		71,206			68,101
Total Liabilities and Stockholders' Equity	$	860,774		$	804,038









See notes to consolidated financial statements.

3

 

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Embassy Bancorp, Inc.

 

Consolidated Statements of Income (Unaudited)  







		Three Months Ended June 30,						Six Months Ended June 30,

		2016			2015			2016					2015

		(In Thousands, Except Per Share Data)
INTEREST INCOME
Loans receivable, including fees		$	6,891		$	6,332		$	13,700			$	12,627
Securities, taxable			221			207			400				414
Securities, non-taxable			284			304			569				607
Federal funds sold, and other			41			15			82				64
Interest on time deposits			-			1			-				1
Total Interest Income			7,437			6,859			14,751				13,713
INTEREST EXPENSE
Deposits			962			694			1,819				1,367
Securities sold under agreements to repurchase			3			5			7				9
Short-term borrowings			1			28			31				43
Long-term borrowings			-			33			5				68
Total Interest Expense			966			760			1,862				1,487
Net Interest Income			6,471			6,099			12,889				12,226
PROVISION FOR LOAN LOSSES			70			120			255				142
Net Interest Income after    Provision for Loan Losses			6,401			5,979			12,634				12,084
OTHER INCOME
Credit card processing fees			429			412			843				775
Other service fees			174			173			335				332
Bank owned life insurance			81			91			129				189
Gain on sale of securities, net			-			-			-				139
Gain on sale of other real estate owned			5			1			15				7
Impairment on other real estate owned			(80)			-			(80)				(42)
Total Other Income			609			677			1,242				1,400
OTHER EXPENSES
Salaries and employee benefits			1,951			1,717			3,921				3,459
Occupancy and equipment			681			594			1,356				1,223
Data processing			391			444			780				803
Credit card processing			396			393			798				747
Advertising and promotion			371			381			695				673
Professional fees			150			133			277				255
FDIC insurance			106			78			208				165
Insurance			15			13			28				27
Loan & real estate			46			82			110				126
Charitable contributions			149			142			386				351
Other real estate owned expenses			20			4			57				40
Other			400			341			673				559
Total Other Expenses			4,676			4,322			9,289				8,428

Income before Income Taxes			2,334			2,334			4,587				5,056
INCOME TAX EXPENSE			670			656			1,315				1,437
Net Income		$	1,664		$	1,678		$	3,272			$	3,619

BASIC EARNINGS PER SHARE		$	0.22		$	0.23		$	0.44			$	0.49

DILUTED EARNINGS PER SHARE		$	0.22		$	0.23		$	0.44			$	0.49

DIVIDENDS PER SHARE		$	0.13		$	0.10		$	0.13			$	0.10



See notes to consolidated financial statements



4

 

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Embassy Bancorp, Inc.

 

Consolidated Statements of Comprehensive Income (Unaudited)





	Three Months Ended June 30,
	2016							2015

		(In Thousands)
Net Income	$				1,664				$						1,678
Change in Accumulated Other Comprehensive Income:
Unrealized holding gain (loss) on securities available for sale		626									(865)
Less: reclassification adjustment for realized gains		-									-
		626									(865)
Income tax effect		(212)									294
Net unrealized gain (loss)		414									(571)
Other comprehensive gain (loss), net of tax					414										(571)
Comprehensive Income	$				2,078				$						1,107









	Six Months Ended June 30,
	2016							2015

		(In Thousands)

Net Income	$				3,272				$						3,619
Change in Accumulated Other Comprehensive Income:
Unrealized holding gain (loss) on securities available for sale		1,057									(527)
Less: reclassification adjustment for realized gains		-									(139)
		1,057									(666)
Income tax effect		(359)									226
Net unrealized gain (loss)		698									(440)
Other comprehensive gain (loss), net of tax					698										(440)
Comprehensive Income	$				3,970				$						3,179



See notes to consolidated financial statements.



 

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Consolidated Statements of Stockholders’ Equity (Unaudited)



Six Months Ended June 30, 2016 and 2015  





	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income			Total

	(In Thousands, Except Share and Per Share Data)
BALANCE - DECEMBER 31, 2014	$	7,358		$	24,024		$	28,485		$	1,465		$	61,332
Net income		-			-			3,619			-			3,619
Other comprehensive income, net of tax		-			-			-			(440)			(440)
Dividend declared, $.10 per share		-			-			(736)			-			(736)
Compensation expense recognized on     stock options		-			25			-			-			25
Common stock grants to directors,     9,122 shares		9			87			-			-			96
BALANCE - JUNE 30, 2015	$	7,367		$	24,136		$	31,368		$	1,025		$	63,896

BALANCE - DECEMBER 31, 2015	$	7,408		$	24,299		$	35,158		$	1,236		$	68,101
Net income		-			-			3,272			-			3,272
Other comprehensive income, net of tax		-			-			-			698			698
Dividend declared, $.13 per share		-			-			(964)			-			(964)
Compensation expense recognized on     stock options		-			15			-			-			15
Common stock grants to directors,     5,934 shares		5			57			-			-			62
Compensation expense recognized on     stock grants, net of unearned compensation    expense of $234		-			22			-			-			22
BALANCE - JUNE 30, 2016	$	7,413		$	24,393		$	37,466		$	1,934		$	71,206



See notes to consolidated financial statements.



 

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Consolidated Statements of Cash Flows (Unaudited)





	Six Months Ended June 30,
	2016			2015

	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,272		$	3,619
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		255			142
Amortization of deferred loan costs		57			12
Depreciation and amortization		374			306
Net amortization of investment security premiums and discounts		130			105
Stock compensation expense		37			25
Net realized gain on sale of other real estate owned		(15)			(7)
Impairment on other real estate owned		80			42
Income on bank owned life insurance		(129)			(189)
Net realized gain on sale of securities available for sale		-			(139)
Increase in accrued interest receivable		(55)			(39)
Increase in other assets		(657)			(22)
Increase (decrease) in accrued interest payable		209			(12)
Increase (decrease) in other liabilities		365			(20)
Net Cash Provided by Operating Activities		3,923			3,823
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale		(15,416)			(13,869)
Maturities, calls and principal repayments of securities available for sale		3,717			981
Proceeds from sales of securities available for sale		-			5,726
Net increase in loans		(41,041)			(46,448)
Net redemption (purchases) of restricted investment in bank stock		1,554			(1,728)
Proceeds from sale of other real estate owned		-			53
Purchases of premises and equipment		(308)			(282)
Net Cash Used in Investing Activities		(51,494)			(55,567)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		114,228			7,424
Net (decrease) increase in securities sold under agreements to repurchase		(18,932)			3,491
(Decrease) increase in short-term borrowed funds		(39,306)			35,440
Proceeds from long-term borrowed funds		-			5,455
Payments of long-term borrowed funds		(3,820)			(1,000)
Net Cash Provided by Financing Activities		52,170			50,810
Net Increase (Decrease) in Cash and Cash Equivalents		4,599			(934)
CASH AND CASH EQUIVALENTS - BEGINNING		19,526			16,390
CASH AND CASH EQUIVALENTS - ENDING	$	24,125		$	15,456

SUPPLEMENTARY CASH FLOWS INFORMATION
Interest paid	$	1,641		$	1,500
Income taxes paid	$	1,482		$	1,560
Other real estate sold through bank financing	$	523		$	-
Deferral of gain from sale of other real estate sold through bank financing	$	15		$	195



See notes to consolidated financial statements.

 

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Note 1 – Basis of Presentation

 

Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. Embassy Holdings, LLC (the “LLC”) is a wholly-owned subsidiary of the Bank organized to engage in the holding of property acquired by the Bank in satisfaction of debts previously contracted.  As such, the consolidated financial statements contained herein include the accounts of the Company, the Bank and the LLC. All significant intercompany transactions and balances have been eliminated.



The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.



The accompanying unaudited financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“US GAAP”) for interim financial information and in accordance with instructions for Form 10-Q and Rule 10-01 of the Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended   June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31 , 201 6 .



The consolidated financial statements presented in this report should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2015 , included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2016 .  



In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after June 30, 2016 through the date these consolidated financial statements were issued.   On July 15 , 2016, the Board of Directors of the Compan y   ratified the execution of the  Embassy Bancorp, Inc. Employee Stock Purchase Plan. This plan had previously been approved by the Company’s shareholders at the annual shareholders meeting held on June 16, 2016. Under the plan, each employee of the Company and its subsidiaries who is employed on an offering date when options are granted, scheduled to work at least twenty (20) hours per week and for more than five (5) months is eligible to participate once th e y have completed the appropriate documentation. Embassy Bancorp, Inc. has authorized 350,000 of its common stock for the plan.



Certain amounts in the 201 5 financial statements may have been reclassified to conform to 201 6 presentation. These reclassifications had no effect on 201 5 net income.





Note 2 - Summary of Significant Accounting Policies



The significant accounting policies of the Company as applied in the interim financial statements presented are substantially the same as those followed on an annual basis as presented in the Company’s Form 10-K for the year ended December 31, 2015 .

 

Note 3 – Stockholders’ Equity

 

On November 11, 2008, the Company consummated its acquisition of Embassy Bank For The Lehigh Valley pursuant to a Plan of Merger and Reorganization dated April 18, 2008, pursuant to which the Bank was reorganized into a bank holding company structure. At the effective time of the reorganization, each share of common stock of Embassy Bank For The Lehigh Valley issued and outstanding was automatically converted into one share of Company common stock. The issuance of Company common stock in connection with the reorganization was exempt from registration pursuant to Section 3(a)(12) of the Securities Act of 1933, as amended.

 

Note 4 – Stock Incentive Plan



At the Company’s annual meeting on June 16, 2010, the shareholders approved the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “SIP”).  The SIP authorizes the Board of Directors, or a committee authorized by the Board of Directors, to award a stock based incentive to (i) designated officers (including officers who are directors) and other designated employees at the Company and its subsidiaries, and (ii) non-employee members of the Board of Directors and advisors and consultants to the Company and its subsidiaries. The SIP provides for stock based incentives in the form of incentive stock options as provided in Section 422 of the

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Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock and deferred stock awards.  The term of the option, the amount of time for the option to vest after grant, if any, and other terms and limitations will be determined at the time of grant. Options granted under the SIP may not have an exercise period that is more than ten years from the time the option is granted. At inception, the aggregate number of shares available for issuance under the SIP was 500,000 . The SIP provides for appropriate adjustments in the number and kind of shares available for grant or subject to outstanding awards under the SIP to avoid dilution in the event of merger, stock splits, stock dividends or other changes in the capitalization of the Company. The SIP expires on June 15, 2020. At June 30, 2016   there were 322,210 shares available for issuance under the SIP.  

The Company grants shares of restricted stock, under the SIP, to certain members of its Board of Directors as compensation for their services, in accordance with the Company’s Non-employee Directors Compensation program adopted in October 2010. The Company also grants restricted stock to certain officers under individual agreements with these officers. Some of these restricted stock awards vest immediately, while the remainder vest over three to nine service years. Management recognizes compensation expense for the fair value of the restricted stock awards on a straight-line basis over the requisite service period. Since inception of the plan and through the period ended June 30, 2016 , there have been 65,774 awards granted. No awards were granted during the three months ended June 30, 2016 and 2015.  During the six months ended June 30, 2016 and 2015 there were 5,934 and 9,122 awards granted, respectively. During the three and six month months ended June 30, 2016 the Company recognized $10 thousand and $22 thousand , respectively, in compensation expense for the restricted stock awards.  There was no compensation expense recognized for the restricted stock awards during the three and six months ended June 30, 2015.



In January 2014, February 2013 and February 2012, the Company granted stock options to purchase 29,663, 29,742 and 52,611 shares of stock to certain executive officers in accordance with their respective employment agreements. No stock options were granted in quarter and year to date periods   ended June 30, 2016 and 2015 . Stock compensation expense related to these options was $6 thousand and $10 thousand for the three months ended June 30, 2016 and 2015 , respectively.   Stock compensation expense related to these options was $15 thousand and $25 thousand for the six months ended   June 30, 2016 and 2015 , respectively. At June 30, 2016 ,   approximately $13 thousand unrecognized cost related to stock options granted in 2014 will be recognized over the next 0.55 years. The fair value of the options granted in 2014, 2013 and 2012 was determined with the following weighted average assumptions: dividend yield of 0%, risk free interest rate of 2.30%, 1.34% and 1.43%, respectively, expected life of 6.0 years, 6.0 years and 7.5 years, respectively, and expected volatility of 28.93%, 28.79% and 31.10%, respectively. The weighted average fair value of options granted in 2014, 2013 and 2012 was $2.46, $2.14 and $2.56 per share, respectively.

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Note 5 – Other Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

The components of other comprehensive income (loss), both before tax and net of tax, are as follows:













There were no realized gains on securities for the three months ended June 30, 2016 and 2015 .   A summary of the realized gains on securities available for sale, net of tax, for the six months ended   June 30, 2016 and 2015 are as follows:



















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A summary of the accumulated other comprehensive income, net of tax, is as follows:



















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Note 6 – Basic and Diluted Earnings per Share



Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.



There were no stock options not considered in computing diluted earnings per common share for the three and six months ended June 30, 2016, as compared to stock options of 9,122 not considered in computing diluted earnings per common share for the three and six months ended June 30, 2015 because they were not dilutive to earnings .



Note 7 – Guarantees



The Company, through the Bank, does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit and FHLBank of Pittsburgh (“FHLB”) deposit letters of credit. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank generally holds collateral and/or personal guarantees supporting these commitments. The Company had $3.7 million of standby letters of credit outstanding as of June 30, 2016 . The approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $ 3.6 million. Management does not consider the current amount of the liability as of June 30, 2016 for guarantees under standby letters of credit issued to be material .



FHLB deposit letters of credit are standby letters of credit commitments issued by the Bank for the benefit of a third party (the “Beneficiary”), which secure public deposits in the Bank. FHLB deposit letter s of credit are secured by qualifying assets of the Bank. The Company, through the Bank, had $7.9 million of FHLB deposit letters of credit outstanding as of June 30, 2016 .  



Note 8 – Short-term and Long-term Borrowings



Securities sold under agreements to repurchase, federal funds purchased and FHLB   short term advances generally represent overnight or less than twelve month borrowings. Long term advances from the FHLB are for periods of twelve months or more and are generally less than sixty months . The Bank has an agreement with the FHLB which allows for borrowings up to a percentage of qualifying assets. At June 30, 2016 , the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $ 426.5 million.  This borrowing capacity with the FHLB includes a line of credit of $ 150.0 million. There were no short-term FHLB advances outstanding as of June 30, 2016 and $39.3 million were outstanding as of December 31, 2015 . No l ong-term advances were outstanding with FHLB as of June 30, 2016 and $3.8 million were outstanding as of December 31, 2015 . All FHLB borrowings are secured by qualifying assets of the Bank.



The Bank has a federal funds line of credit with the Atlantic Community Bankers Bank (“ACBB”) of $ 10.0 million , of which none was outstanding at June 30, 2016 and December 31, 2015 . Advances from this line are unsecured.



The Company has one line of credit with Univest Bank and Trust Co. (“Univest”) totaling $4.0 million, of which none was outstanding at June 30, 2016 and December 31, 2015 .  This line of credit is secured by 333,333 shares of Bank common stock .















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Note 9 – Securities Available For Sale



At June 30, 2016 and December 31, 2015 , respectively, the amortized cost and approximate fair values of securities available-for-sale were as follows:





The amortized cost and fair value of securities as of June 30, 2016 , by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without any penalties.



There were no sales of securities during the three and six months ended June 30, 2016. There were no sales of securities during the three months ended June 30, 2015. Gross gains of $139 thousand were realized on sales of securities for the six months ended June 30, 2015. Th ere were no gross losses on the sales of securities during the six months ended June 30, 2015.

 

Securities with a carrying value of $57.4   million and $64.9 million at June 30, 2016 and December 31, 2015 , respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purpose s required or permitted by law.

















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The Company had no securities in an unrealized loss position at June 30, 2016. The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2015 :





Note 10 – Restricted Investment in Bank Stock



Restricted investments in bank stock consist of FHL Bank of Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock.  The restricted stocks are carried at cost.  Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula.  The Bank had FHLB stock at a carrying value of $ 262 thousand and $2.1   million repurchased during the three and six months ended   June 30, 2016   and $114 thousand was repurchased during the three and six months ended   June 30, 2015 , respectively.  Stock purchases of $352 thousand and $537   thousand were made during the three and six months ended   June 30, 2016 and   $983 thousand and   $1.8   million during the three and six months ended   June 30, 2015 , respectively.  Dividend payments of $17   thousand and $42 thousand were received during the three and six months ended   June 30, 2016 and $13 thousand and $58 thousand were received during the three and six months ended   June 30, 2015 , respectively.



Management evaluates the FHLB and ACBB restricted stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer.



Based upon its evaluation of the foregoing criteria, management believes no impairment charge is necessary related to the FHLB or ACBB stock as of June 30, 2016 .



Note 11 – Loans Receivable and Credit Quality



The following table presents the composition of loans receivable at June 30, 2016 and December 31, 2015 , respectively:







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The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weaknesses), substandard (well defined weaknesses) and doubtful (full collection unlikely) within the Company's internal risk rating system as of June 30, 2016 and December 31, 2015 , respectively:





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The following table summarizes information in regards to impaired loans by loan portfolio class as of June 30, 2016 and December 31, 2015 , respectively:







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The following table presents non-accrual loans by classes of the loan portfolio:







The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2016 and December 31, 2015 , respectively:





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The following tables detail the activity in the allowance for loan losses for the three and six months ended   June 30, 2016 and 2015 :



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The following tables represent the allocation for loan losses and the related loan portfolio disaggregated based on impairment methodology at June 30, 2016 and December 31, 2015 .







Troubled Debt Restructurings



The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition tha t it would not otherwise consider, resulting in a modified loan which is then identified as troubled debt restructuring (“TDR”).  The Company may modify loans through rate reductions, extensions to maturity, interest only payments, or payment modifications to better coincide the timing of payments due under the modified terms with the expected timing of cash flows from the borrowers’ operations.  Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.  TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses.



The Company identifies loans for potential restructure primarily through direct communication with the borrower and the evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports.  Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future.









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The following table presents TDRs outstanding:





As of June 30, 2016 ,   no available commitments were outstanding on TDRs.



There were no newly restructured loans that occurred during the three and six months ended June 30, 2016 and 2015.  



There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety days or more past due) during the three and six months ended June 30, 2016 and 2015.



Note 12 – Fair Value Measurements  



The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.















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ASC Topic 860 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 860 are as follows:



Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.



Level 2 : Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.



Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy utilized at June 30, 2016 and December 31, 2015 , respectively, are as follows:  









































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For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2016 and December 31, 2015 , respectively, are as follows:





Impaired loans are those that are accounted for under existing FASB guidance ,   in which the Bank has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the

properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.



At June 30, 2016 , of the impaired loans having an aggregate balance of $6.7 million, $5.3 million did not require a valuation allowance because the value of the collateral, including estimated selling costs, securing the loan was determined to meet or exceed the balance owed on the loan. Of the remaining $ 1.4 million in impaired loans, an aggregate valuation allowance of $ 410 thousand was required to reflect what was determined to be a shortfall in the value of the collateral as compared to the balance on such loans.

Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are carried at fair value less estimated cost to sell.  Fair value is based upon independent market prices or appraised value of the property.  These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.













































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The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:







The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2016 and December 31, 2015 :



Cash and Cash Equivalents (Carried at Cost)

The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.

Interest Bearing Time Deposits (Carried at Cost)

Fair values for fixed-rate time certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits. The Company generally purchases amounts below the insured limit, limiting the amount of credit risk on these time deposits.

Securities Available for Sale (Carried at Fair Value)

The fair value of securities available for sale are determined by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted prices. For these securities, the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.



Loans Receivable (Carried at Cost)

The fair values of loans, excluding impaired loans carried at fair value of collateral, are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, and projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

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Restricted Investment in Bank Stock (Carried at Cost)

The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable (Carried at Cost)

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit Liabilities (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Securities Sold Under Agreements to Repurchase, Federal Funds Purchased and Short-Term Borrowings (Carried at Cost)

These borrowings are short term and the carrying amount approximates the fair value.

Long-Term Borrowings (Carried at Cost)

Fair values of FHLB and Univest advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB and Univest advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.



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Off-Balance Sheet Financial Instruments (Disclosed at Cost)



Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.



The estimated fair values of the Company’s financial instruments were as follows at June 30, 2016 and December 31, 2015 :







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Note 13 – Offsetting Assets and Liabilities



The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal ownership over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities.  The obligation to repurchase the securities is reflected as a liability in the Company's consolidated statements of condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.



The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement.



The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of June 30, 2016 and December 31, 2015 :







As of June 30, 2016 and December 31, 2015 , the fair value of securities pledged was $ 11.9 million and $ 35.0 million, respectively.



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Note 14 – New Accounting Standards



In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year.  The new guidance will be effective for public companies for periods beginning after December 15, 2017 with private companies provided a one-year deferral until periods beginning after December 15, 2018. The ASU permits application of the new revenue recognition guidance to be applied using one of two retrospective application methods. The Company has not yet determined which application method it will use or the potential effects of the new standard on the financial statements, if any. The Company is currently assessing the impact this new standard will have on its consolidated financial statements.



In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of income. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the statements of operations and cash flows will be generally consistent with the current guidance. The new guidance will be effective for years beginning after December 15, 2018 for public companies and for years beginning after December 15, 2019 for private companies. Once effective, the standard will be applied using a modified retrospective transition method to the beginning of the earliest period presented. The Company is currently assessing the impact this new standard will have on its consolidated financial statements.



In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718).  This ASU was issued as part of FASB’s Simplification Initiative.  The areas for simplification in this Update include income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows for share-based payment transactions.  For public companies, this ASU will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  For all other entities, the amendments will be effective for annual periods beginning after December 31, 2017, and interim periods within annual periods beginning after December 15, 2018.  Early adoption is permitted.  The Company is currently assessing the impact this new standard will have on its consolidated financial statements.



In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 - 13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. For public business entities that are U.S. Securities and Exchange Commission filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the amendments in this u pdate are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations.