10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________

FORM 10-Q

_________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended September 30, 2016

¨ 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: 001-35913

_________

TRISTATE CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_________

Pennsylvania	20-4929029
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Oxford Centre

301 Grant Street, Suite 2700

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)

(Zip Code)

(412) 304-0304

(Registrant’s telephone number, including area code)

_________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý 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) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý 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. (Check one):

Large accelerated filer	¨		Accelerated filer	ý
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 of the Exchange Act).    ¨ Yes ý No

As of October 14, 2016, there were 28,343,154 shares of the registrant’s common stock, no par value, outstanding.

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS	3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION	3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	6
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	77
	ITEM 4. CONTROLS AND PROCEDURES	77
PART II – OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS	77
	ITEM 1A. RISK FACTORS	77
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	77
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES	78
	ITEM 4. MINE SAFETY DISCLOSURES	78
	ITEM 5. OTHER INFORMATION	78
	ITEM 6. EXHIBITS	79
SIGNATURES		80
EXHIBIT INDEX		81

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)	September 30, 2016			December 31, 2015
ASSETS
Cash	$	72		$	294
Interest-earning deposits with other institutions	115,321			91,097
Federal funds sold	5,343			5,285
Cash and cash equivalents	120,736			96,676
Investment securities available-for-sale, at fair value (cost: $183,404 and $170,337, respectively)	183,134			168,319
Investment securities held-to-maturity, at cost (fair value: $52,193 and $48,099, respectively)	50,977			47,290
Federal Home Loan Bank stock	9,232			9,802
Total investment securities	243,343			225,411
Loans held-for-investment	3,174,653			2,841,284
Allowance for loan losses	(20,211		)	(17,974		)
Loans held-for-investment, net	3,154,442			2,823,310
Accrued interest receivable	8,559			7,056
Investment management fees receivable	8,166			6,191
Goodwill and other intangibles, net	67,671			50,816
Office properties and equipment, net	3,608			3,839
Bank owned life insurance	64,350			60,019
Deferred tax asset, net	10,614			12,186
Prepaid expenses and other assets	34,029			16,667
Total assets	$	3,715,518		$	3,302,171
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits	$	3,087,230		$	2,689,844
Borrowings, net	239,460			254,308
Accrued interest payable on deposits and borrowings	1,415			1,762
Other accrued expenses and other liabilities	44,274			30,280
Total liabilities	3,372,379			2,976,194
Shareholders’ Equity:
Preferred stock, no par value; Shares authorized - 150,000; Shares issued - none	—			—
Common stock, no par value; Shares authorized - 45,000,000; Shares issued - 29,651,429 and 29,056,195, respectively; Shares outstanding - 28,317,154 and 28,056,195, respectively	283,501			281,412
Additional paid-in capital	7,620			10,809
Retained earnings	66,173			45,103
Accumulated other comprehensive income (loss), net	58			(1,443		)
Treasury stock (1,334,275 and 1,000,000 shares, respectively)	(14,213		)	(9,904		)
Total shareholders’ equity	343,139			325,977
Total liabilities and shareholders’ equity	$	3,715,518		$	3,302,171

See accompanying notes to unaudited condensed consolidated financial statements.

3

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016			2015			2016			2015
Interest income:
Loans	$	23,369		$	19,863		$	67,689		$	58,504
Investments	1,400			1,040			3,957			2,890
Interest-earning deposits	156			86			434			278
Total interest income	24,925			20,989			72,080			61,672
Interest expense:
Deposits	5,187			3,274			13,928			9,342
Borrowings	1,034			710			2,852			1,989
Total interest expense	6,221			3,984			16,780			11,331
Net interest income	18,704			17,005			55,300			50,341
Provision (credit) for loan losses	(542		)	(1,341		)	(340		)	(231		)
Net interest income after provision for loan losses	19,246			18,346			55,640			50,572
Non-interest income:
Investment management fees	10,333			7,020			26,814			22,189
Service charges	134			148			393			487
Net gain on the sale and call of investment securities	14			—			77			17
Swap fees	977			297			3,422			1,311
Commitment and other fees	488			487			1,497			1,487
Other income	551			63			656			951
Total non-interest income	12,497			8,015			32,859			26,442
Non-interest expense:
Compensation and employee benefits	14,664			11,513			39,404			34,531
Premises and occupancy costs	1,285			1,173			3,583			3,439
Professional fees	693			829			2,483			2,590
FDIC insurance expense	933			461			2,023			1,474
General insurance expense	258			220			768			827
State capital shares tax	329			310			986			892
Travel and entertainment expense	718			711			2,140			1,873
Data processing expense	297			275			874			805
Intangible amortization expense	463			390			1,291			1,169
Change in fair value of acquisition earnout	(1,209		)	—			(1,209		)	—
Other operating expenses	2,083			1,419			5,634			4,385
Total non-interest expense	20,514			17,301			57,977			51,985
Income before tax	11,229			9,060			30,522			25,029
Income tax expense	2,775			2,942			9,452			8,127
Net income	$	8,454		$	6,118		$	21,070		$	16,902
Earnings per common share:
Basic	$	0.31		$	0.22		$	0.76		$	0.61
Diluted	$	0.30		$	0.22		$	0.75		$	0.60

See accompanying notes to unaudited condensed consolidated financial statements.

4

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2016			2015			2016			2015
Net income	$	8,454		$	6,118		$	21,070		$	16,902
Other comprehensive income (loss):
Unrealized holding gains (losses) on investment securities net of tax expense (benefit) of $397, $(389),$692 and $(145)	711			(698		)	1,175			(275		)
Reclassification adjustment for gains included in net income on investment securities, net of tax expense of $(6), $0, $(28) and $(6)	(8		)	—			(49		)	(11		)
Unrealized holding gains on derivatives net of tax expense of $224, $0,$192 and $0	402			—			346			—
Reclassification adjustment for losses included in net income on derivatives, net of tax benefit of $17, $0, $17 and $0	29			—			29			—
Other comprehensive income (loss)	1,134			(698		)	1,501			(286		)
Total comprehensive income	$	9,588		$	5,420		$	22,571		$	16,616

See accompanying notes to unaudited condensed consolidated financial statements.

5

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in thousands)	Common Stock		Additional Paid-in-Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss), net			Treasury Stock			Total Shareholders' Equity
Balance, December 31, 2014	$	280,895	$	9,253		$	22,615	$	(627	)	$	(6,746	)	$	305,390
Net income	—		—			16,902		—			—			16,902
Other comprehensive income (loss)	—		—			—		(286		)	—			(286		)
Exercise of stock options	482		(152		)	—		—			—			330
Purchase of treasury stock	—		—			—		—			(3,158		)	(3,158		)
Stock-based compensation	—		1,362			—		—			—			1,362
Balance, September 30, 2015	$	281,377	$	10,463		$	39,517	$	(913	)	$	(9,904	)	$	320,540
Balance, December 31, 2015	$	281,412	$	10,809		$	45,103	$	(1,443	)	$	(9,904	)	$	325,977
Net income	—		—			21,070		—			—			21,070
Other comprehensive income (loss)	—		—			—		1,501			—			1,501
Exercise of stock options	2,089		(663		)	—		—			—			1,426
Purchase of treasury stock	—		—			—		—			(4,309		)	(4,309		)
Cancellation of stock options	—		(5,220		)	—		—			—			(5,220		)
Stock-based compensation	—		2,694			—		—			—			2,694
Balance, September 30, 2016	$	283,501	$	7,620		$	66,173	$	58		$	(14,213	)	$	343,139

See accompanying notes to unaudited condensed consolidated financial statements.

6

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
(Dollars in thousands)	2016			2015
Cash Flows from Operating Activities:
Net income	$	21,070		$	16,902
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and intangible amortization expense	2,241			2,179
Amortization of deferred financing costs	152			152
Provision (credit) for loan losses	(340		)	(231		)
Stock-based compensation expense	2,694			1,362
Net gain on the sale of investment securities available-for-sale	(31		)	(17		)
Net gain on the call of investment securities held-to-maturity	(46		)	—
Net amortization of premiums and discounts	682			566
Decrease (increase) in investment management fees receivable	(1,063		)	524
Increase in accrued interest receivable	(1,503		)	(414		)
Decrease in accrued interest payable	(347		)	(514		)
Bank owned life insurance income	(1,331		)	(1,252		)
Decrease in income taxes payable	(353		)	—
Decrease (increase) in prepaid income taxes	(2,404		)	1,031
Increase (decrease) in accounts payable and other accrued expenses	(833		)	4,288
Change in fair value of acquisition earnout	(1,209		)	—
Payment of contingent consideration impacting operations	—			(1,771		)
Other, net	(3,349		)	(1,018		)
Net cash provided by operating activities	14,030			21,787
Cash Flows from Investing Activities:
Purchase of investment securities available-for-sale	(27,419		)	(32,663		)
Purchase of investment securities held-to-maturity	(6,250		)	(13,464		)
Proceeds from the sale of investment securities available-for-sale	4,691			9,734
Principal repayments and maturities of investment securities available-for-sale	9,162			17,517
Principal repayments and maturities of investment securities held-to-maturity	2,500			6,540
Purchase of bank owned life insurance	(3,000		)	(5,000		)
Net redemption (purchase) of Federal Home Loan Bank stock	570			(2,272		)
Net increase in loans	(331,988		)	(266,522		)
Proceeds from loan sales	1,196			4,691
Proceeds from sale of other real estate owned	1,080			—
Additions to office properties and equipment	(700		)	(896		)
Acquisition, net of acquired cash	(14,095		)	—
Net cash used in investing activities	(364,253		)	(282,335		)
Cash Flows from Financing Activities:
Net increase in deposit accounts	397,386			263,555
Net increase in Federal Home Loan Bank advances	—			10,000
Net decrease in Federal Home Loan Bank advances	(15,000		)	—
Net proceeds from exercise of stock options	1,426			330
Cancellation of stock options	(5,220		)	—
Payment of contingent consideration	—			(15,465		)
Purchase of treasury stock	(4,309		)	(3,158		)
Net cash provided by financing activities	374,283			255,262
Net change in cash and cash equivalents during the period	24,060			(5,286		)
Cash and cash equivalents at beginning of the period	96,676			105,710
Cash and cash equivalents at end of the period	$	120,736		$	100,424

7

	Nine Months Ended September 30,
(Dollars in thousands)	2016		2015
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	16,975	$	11,694
Income taxes	$	11,273	$	6,713
Acquisition of non-cash assets and liabilities:
Assets acquired	$	1,038	$	—
Liabilities assumed	$	1,402	$	—
Other non-cash activity:
Loan foreclosures and repossessions	$	3,618	$	396
Unsettled purchase of investment securities available-for-sale	$	—	$	2,499
Contingent consideration	$	2,478	$	—
Transfer of loans held-for-investment to held-for-sale	$	—	$	4,084

See accompanying notes to unaudited condensed consolidated financial statements.

8

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

[1] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATION

TriState Capital Holdings, Inc. (“we”, “us”, “our” or the “Company”) is a registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended. The Company has three wholly-owned subsidiaries: TriState Capital Bank (the “Bank”), a Pennsylvania-chartered state bank; Chartwell Investment Partners, LLC (“Chartwell”), a registered investment advisor; and Chartwell TSC Securities Corp. (“CTSC Securities”), which is applying to be registered as a broker/dealer with the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”).

The Bank was established to serve the commercial banking and private banking needs of middle-market businesses and high-net-worth individuals. Chartwell provides investment management services to institutional, sub-advisory, and separately managed account clients and had assets under management of $10.80 billion as of September 30, 2016. CTSC Securities has a primary business of facilitating distribution and marketing efforts for the proprietary investment products provided by Chartwell, including shares of mutual funds advised and/or administered by Chartwell and private funds advised and/or administered by Chartwell.

Regulatory approval was received and the Bank commenced operations on January 22, 2007. The Company and the Bank are subject to regulatory examination by the Federal Deposit Insurance Corporation (“FDIC”), the Pennsylvania Department of Banking and Securities, and the Federal Reserve. Chartwell is a registered investment advisor regulated by the SEC. Chartwell was established through the acquisition of substantially all the assets of Chartwell Investment Partners, LP that was effective March 5, 2014. CTSC Securities was capitalized in May 2014, and once registered, will be a broker/dealer regulated by the SEC and FINRA.

The Bank conducts business through its main office located in Pittsburgh, Pennsylvania, as well as its four additional representative offices in Cleveland, Ohio; Philadelphia, Pennsylvania; Edison, New Jersey; and New York, New York. Chartwell conducts business through its office located in Berwyn, Pennsylvania and CTSC Securities will conduct business through its office located in Pittsburgh, Pennsylvania.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of related revenue and expense during the reporting period. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than those anticipated in the estimates, which could materially affect the financial results of our operations and financial condition.

The material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, valuation of goodwill and other intangible assets and its evaluation for impairment, and deferred income taxes and its related recoverability, which are discussed later in this section.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank, Chartwell and CTSC Securities, after elimination of inter-company accounts and transactions. The accounts of the Bank, in turn, include its wholly-owned subsidiary, Meadowood Asset Management, LLC, after elimination of inter-company accounts and transactions. The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to rules of the Securities and Exchange Commission for quarterly reports on form 10-Q and do not include all of the information and note disclosures required by GAAP for a full year presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures, considered necessary for the fair presentation of the accompanying consolidated financial statements, have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as cash, interest-earning deposits with other institutions, federal funds sold, and short-term investments that have an original maturity of 90 days or less.

9

INVESTMENT SECURITIES

The Company’s investments are classified as either: (1) held-to-maturity – debt securities that the Company intends to hold until maturity and are reported at amortized cost; (2) trading securities – debt and certain equity securities bought and held principally for the purpose of selling them in the near term and reported at fair value, with unrealized gains and losses included in earnings; or (3) available-for-sale – debt and certain equity securities not classified as either held-to-maturity or trading securities and reported at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), on an after-tax basis.

The cost of securities sold is determined on a specific identification basis. Amortization of premiums and accretion of discounts are recorded as interest income from investments over the life of the security utilizing the level yield method. We evaluate impaired investment securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt and equity securities, management first determines whether it intends to sell or if it is more-likely than not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. If the Company intends to sell a security with a fair value below amortized cost or if it is more-likely than not that it will be required to sell such a security before recovery, an other-than-temporary impairment (“OTTI”) charge is recorded through current period earnings for the full decline in fair value below amortized cost. For debt and equity securities that the Company does not intend to sell or it is more likely than not that it will not be required to sell before recovery, an OTTI charge is recorded through current period earnings for the amount of the valuation decline below amortized cost that is attributable to credit losses. The remaining difference between the security’s fair value and amortized cost (that is, the decline in fair value not attributable to credit losses) is recognized in other comprehensive income (loss), in the consolidated statements of comprehensive income and the shareholders’ equity section of the consolidated statements of financial condition, on an after-tax basis.

FEDERAL HOME LOAN BANK STOCK

The Company is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). Member institutions are required to invest in FHLB stock. The stock is carried at cost, which approximates its liquidation value, and it is evaluated for impairment based on the ultimate recoverability of the par value. The following matters are considered by management when evaluating the FHLB stock for impairment: the ability of the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; the impact of legislative and regulatory changes on the institution and its customer base; and the Company’s intent and ability to hold its FHLB stock for the foreseeable future. Management believes the Company’s holdings in the FHLB stock are recoverable at par value, as of September 30, 2016 and December 31, 2015. Cash and stock dividends are reported as interest income, in the consolidated statements of income.

LOANS

Loans and leases held-for investment are stated at unpaid principal balances, net of deferred loan fees and costs. Loans held-for-sale are stated at the lower of cost or fair value. Interest income on loans is accrued at the contractual rate on the principal amount outstanding and includes the amortization of deferred loan fees and costs. Deferred loan fees and costs are amortized to interest income over the life of the loan, taking into consideration scheduled payments and prepayments.

The Company considers a loan to be a Troubled Debt Restructuring (“TDR”) when there is a concession made to a financially troubled borrower without adequate consideration provided to the Company. Once a loan is deemed to be a TDR, the Company considers whether the loan should be placed in non-accrual status. In assessing accrual status, the Company considers the likelihood that repayment and performance according to the original contractual terms will be achieved, as well as the borrower’s historical payment performance. A loan is designated and reported as TDR until such loan is either paid-off or sold, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and it is fully expected that the remaining principal and interest will be collected according to the restructured agreement.

The recognition of interest income on a loan is discontinued when, in management’s opinion, it is probable the borrower is unable to meet payments as they become due or when the loan becomes 90 days past due, whichever occurs first. All accrued and unpaid interest on such loans is reversed. Such interest ultimately collected is applied to reduce principal if there is doubt about the collectability of principal. If a borrower brings a loan current for which accrued interest has been reversed, then the recognition of interest income on the loan is resumed, once the loan has been current for a period of six consecutive months or greater.

The Company is a party to financial instruments with off-balance sheet risk (commitments to extend credit) in the normal course of business to meet the financing needs of its customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses (i.e. demand loans) and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the unfunded commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis using the same credit policies in making commitments and

10

conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Company upon extension of a commitment, is based on management’s credit evaluation of the borrower.

OTHER REAL ESTATE OWNED

Real estate owned, other than bank premises, is recorded at fair value less estimated selling costs. Fair value is determined based on an independent appraisal. Expenses related to holding the property are charged against earnings when incurred. Depreciation is not recorded on the other real estate owned (“OREO”) properties.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through provisions for loan losses that are charged to operations. Loans are charged against the allowance for loan losses when management believes that the principal is uncollectible. If, at a later time, amounts are recovered with respect to loans previously charged off, the recovered amount is credited to the allowance for loan losses.

The allowance is appropriate, in management’s judgment, to cover probable losses inherent in the loan portfolio as of September 30, 2016 and December 31, 2015. Management’s judgment takes into consideration general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. Although management believes it has used the best information available to it in making such determinations, and that the present allowance for loan losses is adequate, future adjustments to the allowance may be necessary, and net income may be adversely affected if circumstances differ substantially from the assumptions used in determining the level of the allowance. In addition, as an integral part of their periodic examination, certain regulatory agencies review the adequacy of the Bank’s allowance for loan losses and may direct the Bank to make additions to the allowance based on their judgments about information available to them at the time of their examination.

The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (“ASC”) Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages, consumer lines of credit and commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial and consumer loans that are individually evaluated for impairment.

Under ASC Topic 310, a loan is impaired, based upon current information and events, in management’s opinion, when it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest, or if a loan is designated as a TDR. Management performs individual assessments of impaired loans to determine the existence of loss exposure based upon a discounted cash flows method or where a loan is collateral dependent, based upon the fair value of the collateral less estimated selling costs.

In estimating probable loan loss under ASC Topic 450 management considers numerous factors, including historical charge-offs and subsequent recoveries. Management also considers, but is not limited to, qualitative factors that influence our credit quality, such as delinquency and non-performing loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, management considers the impact of changes in current local and regional economic conditions in the markets that we serve. Assessment of relevant economic factors indicates that some of the Company’s primary markets historically tend to lag the national economy, with local economies in our primary market areas also improving or weakening, as the case may be, but at a more measured rate than the national trends.

Management bases the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is based on the inherent risk identified by management within each of the Company’s three loan portfolios based on the historical loss experience of each loan portfolio and the loss emergence period. Management has developed a methodology that is applied to each of the three primary loan portfolios, consisting of commercial and industrial, commercial real estate and private banking. As the loan loss history, mix and risk ratings of each loan portfolio change, the primary factor adjusts accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each loan portfolio. The secondary factor is intended to capture risks related to events and circumstances that management believes have an impact on the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage that drives the secondary factor. There are nine risk factors and each risk factor is assigned a reserve level based on management’s judgment as to the probable impact of each risk factor on each loan portfolio and is monitored on a quarterly basis. As the trend in any risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio.

The Company also maintains a reserve for losses on unfunded commitments. This reserve is reflected as a component of other liabilities and, in management’s judgment, is sufficient to cover probable losses inherent in the commitments. Management tracks the level and trends in unused commitments and takes into consideration the same factors as those considered for purposes of the allowance for loan losses on outstanding loans.

11

INVESTMENT MANAGEMENT FEES

The Company recognizes investment management fee revenue when the advisory services are performed. Fees are based on assets under management and are calculated pursuant to individual client contracts. Investment management fees are generally paid on a quarterly basis. In a limited number of cases, the Company may earn a performance fee based on investment performance achieved versus a stated benchmark. Performance fees are included in investment management fee revenue in the consolidated statements of income.

Investment management fees receivable represent amounts due for contractual investment management services provided to the Company’s clients, primarily institutional investors, mutual funds and individual investors. Management performs credit evaluations of its customers’ financial condition when it is deemed to be necessary, and does not require collateral. The Company provides an allowance for uncollectible accounts based on specifically identified receivables. Investment management fees receivable are considered delinquent when payment is not received within contractual terms and are charged off against the allowance for uncollectible accounts when management determines that recovery is unlikely and the Company ceases its collection efforts. There was no bad debt expense recorded for the nine months ended September 30, 2016 and 2015, and there was no allowance for uncollectible accounts recorded as of September 30, 2016 and December 31, 2015.

BUSINESS COMBINATIONS

The Company accounts for business combinations using the acquisition method of accounting. Under this method of accounting, the acquired company’s net assets are recorded at fair value as of the date of acquisition, and the results of operations of the acquired company are combined with our results from that date forward. Acquisition costs are expensed when incurred. The difference between the purchase price and the fair value of the net assets acquired (including identified intangibles) is recorded as goodwill. The change in the initial estimate of any contingent earnout amounts is reflected in the consolidated statements of income.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is not amortized and is subject to at least annual assessments for impairment by applying a fair value based test. The Company reviews goodwill annually and again at any quarter-end if a material event occurs during the quarter that may affect goodwill. If goodwill testing is required, an assessment of qualitative factors can be completed before performing the two step goodwill impairment test. If an assessment of qualitative factors determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then the two step goodwill impairment test is not required. Goodwill is evaluated for potential impairment by determining if our fair value has fallen below carrying value.

Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Other intangible assets that have finite lives, such as trade name, certain client relationships and non-compete agreements are amortized over their estimated useful lives. These finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to twenty-five years. Other intangible assets that have indefinite lives, such as certain client relationships, are not amortized. All other intangibles are evaluated for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements, which are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Estimated useful lives are dependent upon the nature and condition of the asset and range from three to ten years. Repairs and maintenance are charged to expense as incurred, while improvements that extend the useful life are capitalized and depreciated to operating expense over the estimated remaining life of the asset. When the Bank receives an allowance for improvements to be made to one of its leased offices, we record the allowance as a deferred liability and recognize it as a reduction to rent expense over the life of the related lease.

BANK OWNED LIFE INSURANCE

Bank owned life insurance (“BOLI”) policies on certain officers and employees are recorded at net cash surrender value on the consolidated statements of financial condition. Upon termination of the BOLI policy the Company receives the cash surrender value. BOLI benefits are payable to the Company upon death of the insured. Changes in net cash surrender value are recognized as non-interest income in the consolidated statements of income.

DEPOSITS

Deposits are stated at principal outstanding and interest on deposits is accrued and charged to interest expense daily and is paid or credited in accordance with the terms of the respective accounts.

12

BORROWINGS

The Company records FHLB advances and subordinated notes payable at their principal amount net of debt issuance costs, per ASU 2015-03. Interest expense is recognized based on the coupon rate of the obligations. Costs associated with the acquisition of subordinated notes payable are amortized to interest expense over the expected term of the borrowing.

EARNINGS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, excluding non-vested restricted stock. Diluted EPS reflects the potential dilution of upon the exercise of stock options and vesting of restricted stock awards granted utilizing the treasury stock method.

INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses all available evidence to determine the amount of deferred tax assets that are more-likely-than-not to be realized. The available evidence used in connection with the assessments includes taxable income in prior periods, projected taxable income, potential tax planning strategies and projected reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo significant change. Changes to the evidence used in the assessments could have a material adverse effect on the Company’s results of operations in the period in which they occur. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of income.

DERIVATIVES AND HEDGING ACTIVITIES

The Company accounts for derivative instruments and hedging activities in accordance with FASB ASC Topic 815, Derivatives and Hedging. All derivatives are evaluated at inception as to whether or not they are hedging or non-hedging activities, and appropriate documentation is maintained to support the final determination. All derivatives are recognized as either assets or liabilities on the consolidated statements of financial condition and measured at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item. For derivatives designated as cash flow hedges, changes in fair value of the effective portion of the cash flow hedges are reported in accumulated other comprehensive income (loss). When the cash flows associated with the hedged item are realized, the gain or loss included in accumulated other comprehensive income (loss) is recognized in the consolidated statement of income. The Company also has interest derivative positions that are not designated as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

FAIR VALUE MEASUREMENT

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date, using assumptions market participants would use when pricing an asset or liability. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Fair value measurement and disclosure guidance provides a three-level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances, on a non-recurring basis.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation awards based on estimated fair values, for all share-based awards, including stock options and restricted shares, made to employees and directors.

13

The Company accounts for stock-based employee compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation. As a result, compensation cost for all share-based payments is based on the grant-date fair value estimated in accordance with ASC Topic 718. The value of the portion of the award that is ultimately expected to vest is included in stock-based employee compensation cost in the consolidated statements of income and recorded as a component of additional paid-in capital, for equity-based awards. Compensation expense for all awards is recognized on a straight-line basis over the requisite service period for the entire grant.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized holding gains (losses) and the non-credit component of losses on the Company’s investment securities available-for-sale are included in accumulated other comprehensive income (loss), net of applicable income taxes. Also included in accumulated other comprehensive income (loss) is the remaining unamortized balance of the unrealized holding gains (non-credit losses), net of applicable income taxes, that existed on the transfer date for investment securities reclassified into the held-to-maturity category from the available-for-sale category.

Unrealized holding gains (losses) on the effective portion of the Company’s cash flow hedge derivatives are included in accumulated other comprehensive income (loss), net of applicable income taxes, which will be reclassified to interest expense as interest payments are made on the Company’s debt.

TREASURY STOCK

The repurchase of the Company’s common stock is recorded at cost. At the time of reissuance, the treasury stock account is reduced using the average cost method. Gains and losses on the reissuance of common stock are recorded in additional paid-in capital, to the extent additional paid-in capital from any previous net gains on treasury share transactions exists. Any net deficiency is charged to retained earnings.

RECENT ACCOUNTING DEVELOPMENTS

In September of 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses eight classification issues related to the statement of cash flows. The eight classification issues are as follows: debt prepayment or debt extinguishment costs; settlement of zero-coupon bonds; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the ASU in an interim period, adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Entities should apply this ASU using a retrospective transition method to each period presented. If it is impracticable for an entity to apply the ASU retrospectively for some of the issues, it may apply the amendments for those issues prospectively as of the earliest date practicable. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. The changes are effective for public business entities that are SEC filers, for annual and interim periods in fiscal years beginning after December 15, 2019. All entities may early adopt the standard for annual and interim periods in fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes seven aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes; (6) practical expedient - expected term (nonpublic only); and (7) intrinsic value (nonpublic only). The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. Even if an entity early adopts the amendments after the first interim period, the adoption date is as of the beginning of the year for the issues adopted by the cumulative-effect and prospective methods. Any adjustments to previously reported interim periods of that fiscal year should be included in the year-to-date results. If those previously reported interim results appear in any future filings, they are reported on the revised basis. The Company chose to early adopt ASU 2016-09 in September 2016, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

14

In March 2016, the FASB issued ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASC paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. ASU 2016-06 is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim period for which the entity’s financial statements have not been issued but would be retroactively applied to the beginning of the year that includes that interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies that a change in one of the parties to a derivative contract (through novation) that is part of a hedge accounting relationship does not, by itself, require dedesignation of that relationship, as long as all other hedge accounting criteria continue to be met. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which, among other things, requires lessees to recognize most leases on-balance sheet. This will increase their reported assets and liabilities - in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes Topic 840, Leases. ASU 2016-02 is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for annual and interim periods in fiscal years beginning after December 15, 2018. This ASU mandates a modified retrospective transition method for all entities. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which will significantly change the income statement impact of equity investments, and the recognition of changes in fair value of financial liabilities when the fair value option is elected. The ASU is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” This ASU eliminated the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The ASU was effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Correction and Improvements,” which, among other things, corrects the initial codification of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (as Amended by FASB Statement No. 166, Accounting for Transfers of Financial Assets).” The initial codification inadvertently added the word “public” to paragraph 860-10-50-7, which was not in the original guidance. The ASU also clarifies that the requirement relates to “involvement by others”. This amendment in ASU 2015-10 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-10 did not have a material impact on the Company’s consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” This ASU eliminated the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Reporting entities were required to adopt the ASU retrospectively. The effective date for public business entities was fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-07 did not have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs were not affected by the amendments in this update. For public business entities, the amendments in this update were effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity was required to comply with the applicable disclosures for a change in an accounting principle. These disclosures included the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period

15

information that had been retrospectively adjusted, and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 did not have a material impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This ASU changed the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminated the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The new consolidation guidance was effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. At the effective date, all previous consolidation analyses that the guidance affects was required to be reconsidered. This included the consolidation analyses for all VIEs and for all limited partnerships and similar entities that previously were consolidated by the general partner even though the entities were not VIEs. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASUeliminated the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU did not affect disclosure guidance for events or transactions that are unusual in nature or infrequent in their occurrence. The ASU was effective for interim and annual periods in fiscal years beginning after December 15, 2015. The ASU allowed prospective or retrospective application. The effective date was the same for both public entities and all other entities. The adoption of ASU 2015-01 did not have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815),” required an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument issued in the form of a share, including the embedded derivative feature that is being evaluated for separate accounting from the host contract when evaluating whether the host contract is more akin to debt or equity. In evaluating the stated and implied substantive terms and features, the existence or omission of any single term or feature does not necessarily determine the economic characteristics and risks of the host contract. Although an individual term or feature may weigh more heavily in the evaluation on the basis of facts and circumstances, an entity should use judgment based on an evaluation of all the relevant terms and features. This ASU was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The effects of initially adopting the amendments should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendment is effective. Retrospective application was permitted to all relevant prior periods. The adoption of ASU 2014-16 did not have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU describes how an entity’s management should assess whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management should consider both quantitative and qualitative factors in making its assessment. If after considering management’s plans, substantial doubt about an entity’s going concern is alleviated, an entity shall disclose information in the footnotes that enables the users of the financial statements to understand the events that raised the going concern and how management’s plan alleviated this concern. If after considering management’s plans, substantial doubt about an entity’s going concern is not alleviated, the entity shall disclose in the footnotes indicating that a substantial doubt about the entity’s going concern exists within one year of the date of the issued financial statements. Additionally, the entity shall disclose the events that led to this going concern and management’s plans to mitigate them. The new standard applies to all entities for the first annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performing Target Could Be Achieved after the Requisite Service Period.” This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A reporting entity should apply FASB ASC Topic 718, Compensation-Stock Compensation, to awards with performance conditions that affect vesting. This update was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, for all entities. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on

16

adoption, and to all new or modified awards thereafter. The adoption of ASU 2014-12 did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of this update is that an entity should recognize revenue to depict the transfer of promised 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. ASU 2014-09 establishes a five-step model that entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. Per ASU 2015-14, this update is effective for annual periods and interim periods within fiscal years beginning after December 15, 2017, for public business entities, certain employee benefit plans, and certain not-for-profit entities applying U.S. GAAP. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

RECLASSIFICATION

Certain items previously reported have been reclassified to conform with the current year’s reporting presentation and are considered immaterial.

[2] BUSINESS COMBINATIONS

On April 29, 2016, TriState Capital Holdings, Inc. through its wholly-owned subsidiary, Chartwell Investment Partners, LLC, completed the acquisition of substantially all of the assets of The Killen Group, Inc. (the "TKG acquisition"), an investment management firm with approximately $2.02 billion in assets under management. Under the terms of the Asset Purchase Agreement substantially all of the assets of The Killen Group, Inc. (“TKG”) were acquired for a purchase price consisting of $15.0 million paid in cash at closing based on five-times a base EBITDA (earnings before interest, taxes, depreciation and amortization) of $3.0 million plus an earnout. The earnout, while not limited under the terms of the Asset Purchase Agreement, will be calculated based on a multiple of seven-times the incremental growth in TKG's annual run-rate EBITDA over $3.0 million at December 31, 2016. The earnout was estimated, at closing, to be approximately $3.7 million based on the estimated annual run-rate EBITDA of TKG at December 31, 2016. Any change to the earnout calculation from the estimated $3.7 million recorded at closing, will be recorded in the statement of income in the period in which it is deemed probable to occur. The foregoing summary of the Asset Purchase Agreement and the transactions contemplated by it does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which was included as Exhibit 2.2 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016, the terms of which Agreement are incorporated herein by reference.

The following table summarizes total consideration at closing, assets acquired and liabilities assumed for the TKG acquisition on April 29, 2016:

(Dollars in thousands)	TKG Acquisition
Consideration paid:
Cash	$	15,000
Estimated earnout, at closing	3,687
Fair value of total consideration	$	18,687
Fair value of assets acquired:
Cash and cash equivalents	$	905
Investment management fees receivable	912
Office properties and equipment	20
Other assets	106
Total assets acquired	1,943
Fair value of liabilities assumed:
Other liabilities	1,402
Total liabilities assumed	1,402
Fair value net identifiable assets acquired	541
Intangible assets acquired	13,585
Goodwill	4,561
Total net assets purchased	$	18,687

17

During the three months ended September 30, 2016, the fair value of the estimated acquisition earnout was decreased by $1.2 million based on management’s estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016. This adjustment to the earnout was credited to non-interest expense during the three months ended September 30, 2016. The acquisition earnout liability was $2.5 million as of September 30, 2016.

In connection with the TKG acquisition, total acquisition-related transaction costs incurred by TriState Capital were approximately $601,000 during 2015 and $1,000 during the nine months ended September 30, 2016, which were comprised primarily of legal, advisory and other costs.

Since the acquisition, the TKG acquired operations contributed revenues of $4.6 million and approximate earnings of $818,000 (excluding the earnout adjustment as discussed above) which were included in the consolidated statement of income for the nine months ended September 30, 2016.

Goodwill is not amortized for book purposes, but is deductible for tax purposes. The following table shows the amount of other intangible assets acquired through the TKG acquisition on April 29, 2016, by class and estimated useful life.

(Dollars in thousands)	Gross Amount		Estimated Useful Life (months)
Trade name	$	2,850	300
Client Relationships:
Sub-advisory client list	330		132
Separate managed accounts client list	715		168
Non-compete agreements	390		48
Total finite-lived intangibles	$	4,285	242
Client Relationships:
Mutual fund client list	9,300		Indefinite life
Total intangibles assets	$	13,585

The following table presents unaudited pro forma financial information which combines the historical consolidated statements of income of the Company and The Killen Group, Inc. to give effect to the acquisition as if it had occurred on January 1, 2015, for the periods indicated.

	Pro Forma
	Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015
Total revenue	$	91,815	$	88,733
Net income	$	21,780	$	17,470
Earnings per common share:
Basic	$	0.79	$	0.63
Diluted	$	0.77	$	0.62

Total revenue is defined as net interest income and non-interest income, excluding gains and losses on the sale and call of investment securities. Pro forma adjustments include intangible amortization expense and income tax expense.

18

[3] INVESTMENT SECURITIES

Investment securities available-for-sale and held-to-maturity are comprised of the following:

	September 30, 2016
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	59,034	$	512	$	5	$	59,541
Trust preferred securities	17,678		—		631		17,047
Non-agency mortgage-backed securities	5,750		9		—		5,759
Non-agency collateralized loan obligations	16,376		2		43		16,335
Agency collateralized mortgage obligations	45,724		49		198		45,575
Agency mortgage-backed securities	25,526		353		21		25,858
Agency debentures	4,749		—		6		4,743
Equity securities	8,567		—		291		8,276
Total investment securities available-for-sale	183,404		925		1,195		183,134
Investment securities held-to-maturity:
Corporate bonds	25,695		631		10		26,316
Municipal bonds	25,282		595		—		25,877
Total investment securities held-to-maturity	50,977		1,226		10		52,193
Total	$	234,381	$	2,151	$	1,205	$	235,327

	December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	43,952	$	18	$	237	$	43,733
Trust preferred securities	17,579		—		978		16,601
Non-agency mortgage-backed securities	5,756		—		13		5,743
Non-agency collateralized loan obligations	11,843		—		132		11,711
Agency collateralized mortgage obligations	49,544		92		265		49,371
Agency mortgage-backed securities	28,586		270		187		28,669
Agency debentures	4,719		13		—		4,732
Equity securities	8,358		—		599		7,759
Total investment securities available-for-sale	170,337		393		2,411		168,319
Investment securities held-to-maturity:
Corporate bonds	19,448		498		84		19,862
Agency debentures	2,453		19		—		2,472
Municipal bonds	25,389		377		1		25,765
Total investment securities held-to-maturity	47,290		894		85		48,099
Total	$	217,627	$	1,287	$	2,496	$	216,418

The equity securities noted in the tables above consist of short-duration, corporate bond mutual funds.

Income on investment securities included $1.1 million in taxable interest income, $107,000 in non-taxable interest income and $215,000 in dividend income for the three months ended September 30, 2016, as compared to taxable interest income of $825,000, non-taxable interest income of $109,000 and dividend income of $106,000 for the three months ended September 30, 2015.

Income on investment securities included $3.1 million in taxable interest income, $338,000 in non-taxable interest income and $552,000 in dividend income for the nine months ended September 30, 2016, as compared to taxable interest income of $2.1 million, non-taxable interest income of $297,000 and dividend income of $473,000 for the nine months ended September 30, 2015.

19

As of September 30, 2016, the contractual maturities of the debt securities are:

	September 30, 2016
	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	21,997	$	22,024	$	—	$	—
Due from one to five years	38,254		38,731		15,172		15,683
Due from five to ten years	19,738		19,729		34,897		35,550
Due after ten years	94,848		94,374		908		960
Total debt securities	$	174,837	$	174,858	$	50,977	$	52,193

Included in the $94.4 million fair value of debt securities available-for-sale with a contractual maturity due after ten years as of September 30, 2016, were $82.6 million, or 87.6%, in floating-rate securities. Included in the $34.9 million amortized cost of debt securities held-to-maturity with a contractual maturity due from five to ten years as of September 30, 2016, were $14.3 million that have call provisions in one to five years that would either mature, if called, or become floating-rate securities after the call date.

Prepayments may shorten the contractual lives of the collateralized mortgage obligations, mortgage-backed securities and collateralized loan obligations.

Proceeds from the sale of investment securities available-for-sale during the three months ended September 30, 2016 and 2015, were $1.7 million and $0, respectively. During the three months ended September 30, 2016, net gains of $14,000 on these sales were comprised of gross gains of $14,000 and gross losses of $0, which were realized and reclassified out of accumulated other comprehensive income (loss). During the three months ended September 30, 2015, there were no gross gains and no gross losses realized.

Proceeds from the sale of investment securities available-for-sale during the nine months ended September 30, 2016 and 2015, were $4.7 million and $9.7 million, respectively. During the nine months ended September 30, 2016, net gains of $31,000 on these sales were comprised of gross gains of $34,000 and gross losses of $3,000, which were realized and reclassified out of accumulated other comprehensive income (loss). During the nine months ended September 30, 2015, net gains of $17,000 on these sales were comprised of gross gains of $34,000 and gross losses of $17,000, which were realized and reclassified out of accumulated other comprehensive income (loss).

During the nine months ended September 30, 2016, there was an investment security held-to-maturity of $2.5 million, which was called and gross gains of $46,000 was realized on this call and reclassified out of accumulated other comprehensive income (loss).

Investment securities available-for-sale of $5.4 million, as of September 30, 2016, were held in safekeeping at the FHLB and were included in the calculation of borrowing capacity.

20

The following tables show the fair value and gross unrealized losses on temporarily impaired investment securities available-for-sale and held-to-maturity, by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of September 30, 2016 and December 31, 2015, respectively:

	September 30, 2016
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	2,526	$	5	$	—	$	—	$	2,526	$	5
Trust preferred securities	—		—		17,047		631		17,047		631
Non-agency collateralized loan obligations	1,349		38		9,988		5		11,337		43
Agency collateralized mortgage obligations	9,458		34		30,887		164		40,345		198
Agency mortgage-backed securities	1,513		21		—		—		1,513		21
Agency debentures	4,743		6		—		—		4,743		6
Equity securities	—		—		8,276		291		8,276		291
Total investment securities available-for-sale	19,589		104		66,198		1,091		85,787		1,195
Investment securities held-to-maturity:
Corporate bonds	1,990		10		—		—		1,990		10
Total investment securities held-to-maturity	1,990		10		—		—		1,990		10
Total temporarily impaired securities	$	21,579	$	114	$	66,198	$	1,091	$	87,777	$	1,205

	December 31, 2015
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	23,582	$	155	$	6,460	$	82	$	30,042	$	237
Trust preferred securities	8,076		471		8,526		507		16,602		978
Non-agency mortgage-backed securities	—		—		5,743		13		5,743		13
Non-agency collateralized loan obligations	9,859		132		—		—		9,859		132
Agency collateralized mortgage obligations	25,566		151		11,836		114		37,402		265
Agency mortgage-backed securities	1,469		15		10,811		172		12,280		187
Equity securities	—		—		7,759		599		7,759		599
Total investment securities available-for-sale	68,552		924		51,135		1,487		119,687		2,411
Investment securities held-to-maturity:
Corporate bonds	9,863		84		—		—		9,863		84
Municipal bonds	571		1		—		—		571		1
Total investment securities held-to-maturity	10,434		85		—		—		10,434		85
Total temporarily impaired securities	$	78,986	$	1,009	$	51,135	$	1,487	$	130,121	$	2,496

The change in the fair values of our municipal bonds, agency collateralized mortgage obligation and agency mortgage-backed securities are primarily the result of interest rate fluctuations. To assess for impairment on municipal bonds, corporate bonds, single-issuer trust preferred securities, non-agency mortgage-backed securities, non-agency collateralized loan obligations and certain equity securities, management evaluates the underlying issuer’s financial performance and the related credit rating information through a review of publicly available financial statements and other publicly available information. This review did not identify any issues related to the ultimate repayment of principal and interest on these securities. In addition, the Company has the ability and intent to hold the securities in an unrealized loss position until recovery of their amortized cost. Based on this, the Company considers all of the unrealized losses to be temporary impairment losses. Within the available-for-sale portfolio, there were 26 positions, aggregating to $1.2 million in unrealized losses that were temporarily impaired as of September 30, 2016, of which 14 positions were in an unrealized loss position for more than twelve months totaling $1.1 million. As of December 31, 2015, there were 36 positions, aggregating to $2.4 million in unrealized losses that were temporarily impaired, of which 14 positions were in an unrealized loss position for more than twelve months totaling $1.5 million. Within the held-to-maturity portfolio, there was one position, aggregating to $10,000 in unrealized losses that was temporarily impaired as of September 30, 2016, of which no positions were in an unrealized loss position for more than twelve months. As of

21

December 31, 2015, there were six positions, aggregating to $85,000 in unrealized losses that were temporarily impaired, of which no positions were in an unrealized loss position for more than twelve months.

There were no investment securities classified as trading securities outstanding as of September 30, 2016 and December 31, 2015, respectively. There was no activity in investment securities classified as trading during the nine months ended September 30, 2016 and 2015.

There was $9.2 million and $9.8 million in FHLB stock outstanding as of September 30, 2016 and December 31, 2015, respectively. There were $570,000 of net redemptions in FHLB stock during the nine months ended September 30, 2016, and $2.3 million of net purchases during the nine months ended September 30, 2015.

[4] LOANS

The Company generates loans through the middle-market and private banking channels. These channels provide risk diversification and offer significant growth opportunities. The middle-market banking channel consists of our commercial and industrial (“C&I”) and commercial real estate (“CRE”) loan portfolios that serve middle-market businesses and real estate developers. The private banking channel includes loans secured by cash, marketable securities and other asset-based loans to executives, high-net-worth individuals, trusts and businesses, many of whom we source through referral relationships with independent broker/dealers, wealth managers, family offices, trust companies and other financial intermediaries.

Loans held-for-investment were comprised of the following:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	565,986		$	1,024,594		$	1,583,817		$	3,174,397
Deferred loan (fees) costs	(284		)	(2,662		)	3,202			256
Loans held-for-investment, net of deferred fees	565,702			1,021,932			1,587,019			3,174,653
Allowance for loan losses	(13,516		)	(5,108		)	(1,587		)	(20,211		)
Loans held-for-investment, net	$	552,186		$	1,016,824		$	1,585,432		$	3,154,442

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	634,857		$	864,863		$	1,341,988		$	2,841,708
Deferred loan (fees) costs	(625		)	(2,675		)	2,876			(424		)
Loans held-for-investment, net of deferred fees	634,232			862,188			1,344,864			2,841,284
Allowance for loan losses	(11,064		)	(5,344		)	(1,566		)	(17,974		)
Loans held-for-investment, net	$	623,168		$	856,844		$	1,343,298		$	2,823,310

The Company’s customers have unused loan commitments. Often these commitments are not fully utilized and therefore the total amount does not necessarily represent future cash requirements. The amount of unfunded commitments, including standby letters of credit, as of September 30, 2016 and December 31, 2015, was $1.61 billion and $1.27 billion, respectively. The interest rate for each commitment is based on the prevailing market conditions at the time of funding. The lending commitment maturities as of September 30, 2016, were as follows: $1.32 billion in one year or less; $176.9 million in one to three years; and $117.6 million in greater than three years. The reserve for losses on unfunded commitments was $697,000 and $546,000 as of September 30, 2016 and December 31, 2015, respectively, which includes reserves for probable losses on unfunded loan commitments, including standby letters of credit and also risk participations.

Included in the unfunded commitment totals listed above, were loans in the process of origination totaling approximately $53.5 million and $31.1 million as of September 30, 2016 and December 31, 2015, respectively, which extend over varying periods of time.

The Company issues standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. The Company would be required to perform under the standby letters of credit when drawn upon by the guaranteed party in the case of non-performance by the Company’s customer. Collateral may be obtained based on management’s credit assessment of the customer. The amount of unfunded commitments related

22

to standby letters of credit as of September 30, 2016 and December 31, 2015, included in the total listed above, was $82.3 million and $89.9 million, respectively. Should the Company be obligated to perform under the standby letters of credit the Company will seek repayment from the customer for amounts paid. As of September 30, 2016, $44.1 million in standby letters of credit will expire within one year, while the remaining standby letters of credit will expire in periods greater than one year. During the nine months ended September 30, 2016, there was one draw on a standby letter of credit totaling $100,000, which was immediately repaid by the borrower. During the nine months ended September 30, 2015, there were two draws on a standby letters of credit totaling $146,000, which were immediately repaid by the borrower or converted to an outstanding loan based on the contractual terms. Most of these commitments are expected to expire without being drawn upon and the total amount does not necessarily represent future cash requirements. The probable liability for losses on standby letters of credit was included in the reserve for losses on unfunded commitments.

The Company has entered into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution counterparties should the customers fail to perform on their interest rate derivative contracts. The potential liability for outstanding obligations was included in the reserve for losses on unfunded commitments.

[5] ALLOWANCE FOR LOAN LOSSES

Our allowance for loan losses represents our estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off or when the credit history of any of the three loan portfolios improves. Management evaluates the adequacy of the allowance quarterly, and in doing so relies on various factors including, but not limited to, assessment of historical loss experience, delinquency and non-accrual trends, portfolio growth, underlying collateral coverage and current economic conditions. This evaluation is subjective and requires material estimates that may change over time. In addition, management evaluates the overall methodology for the allowance for loan losses on an annual basis. The calculation of the allowance for loan losses takes into consideration the inherent risk identified within each of the Company’s three primary loan portfolios, commercial and industrial, commercial real estate and private banking. In addition, management takes into account the historical loss experience of each loan portfolio, to ensure that the resultant allowance for loan losses is sufficient to cover probable losses inherent in such loan portfolios. Refer to Note 1, Summary of Significant Accounting Policies, for more details on the Company’s allowance for loan losses policy.

The following discusses key characteristics and risks within each primary loan portfolio:

Middle-Market Banking: Commercial and Industrial Loans. This loan portfolio primarily includes loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing, acquisitions and recapitalizations. Cash flow from the borrower’s operations is the primary source of repayment for these loans, except for certain commercial loans that are secured by cash and marketable securities.

The industry of the borrower is an important indicator of risk, but there are also more specific risks depending on the condition of the local/regional economy. Collateral for these types of loans at times does not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt. Any C&I loans collateralized by cash and marketable securities are treated the same as private banking loans for purposes of the allowance for loan loss calculation. In addition, shared national credit loans that also involve a private equity sponsor are combined as a homogeneous group and evaluated separately based on the historical loss trend of such loans.

Middle-Market Banking: Commercial Real Estate Loans.This loan portfolio includes loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes including office, retail, industrial, multifamily and hospitality. Individual project cash flows, global cash flows and liquidity from the developer, or the sale of the property are the primary sources of repayment for these loans. Also included are commercial construction loans to finance the construction or renovation of structures as well as to finance the acquisition and development of raw land for various purposes. The increased level of risk of these loans is generally confined to the construction period. If there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal.

The underlying purpose/collateral of the loans is an important indicator of risk for this loan portfolio. Additional risks exist and are dependent on several factors such as the condition of the local/regional economy, whether or not the project is owner occupied, the type of project, and the experience and resources of the developer.

Private Banking Loans. Our private banking lending activities are conducted on a national basis. This loan portfolio primarily includes loans made to high-net-worth individuals, trusts and businesses that are typically secured by cash and marketable securities. Some loans are secured by residential real estate or other financial assets. The portfolio also has lines of credit and unsecured loans. The primary sources of repayment for these loans are the income and/or assets of the borrower.

23

The underlying collateral is the most important indicator of risk for this loan portfolio. The overall lower risk profile of this portfolio is driven by loans secured by cash and marketable securities, which was 90.5% and 87.8% of total private banking loans as of September 30, 2016 and December 31, 2015, respectively.

Management further assesses risk within each loan portfolio using key inherent risk differentiators. The components of the allowance for loan losses represent estimates based upon ASC Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310. Impaired loans are individually evaluated for impairment under ASC Topic 310.

On a monthly basis, management monitors various credit quality indicators for both the commercial and consumer loan portfolios, including delinquency, non-performing status, changes in risk ratings, changes in the underlying performance of the borrowers and other relevant factors. On a daily basis, the Company monitors the collateral of margin loans secured by cash and marketable securities within the private banking portfolio, which further reduces the risk profile of that portfolio. Refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy for determining past due status of loans.

Management continually monitors the loan portfolio through its internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and, for our loans secured by marketable securities, the quality of the collateral. Loan risk ratings are reviewed on an ongoing basis according to internal policies. Loans within the pass rating are believed to have a lower risk of loss than loans risk rated as special mention, substandard and doubtful, which are believed to have an increasing risk of loss.

The Company’s risk ratings are consistent with regulatory guidance and are as follows:

Pass – The loan is currently performing in accordance with its contractual terms.

Special Mention – A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in our credit position at some future date. Economic and market conditions, beyond the customer’s control, may in the future necessitate this classification.

Substandard – A substandard loan is not adequately protected by the net worth and/or paying capacity of the obligor or by the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – A doubtful loan has all the weaknesses inherent in a loan categorized 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.

The following tables present the recorded investment in loans by credit quality indicator:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	518,100	$	1,019,508	$	1,586,462	$	3,124,070
Special mention	19,282		2,424		—		21,706
Substandard	28,320		—		557		28,877
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	585,561	$	858,396	$	1,342,813	$	2,786,770
Special mention	31,863		880		—		32,743
Substandard	15,835		2,912		2,051		20,798
Doubtful	973		—		—		973
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

24

Changes in the allowance for loan losses were as follows for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	10,841	$	4,872		$	1,502	$	17,215
Provision (credit) for loan losses	2,548		(3,175		)	85		(542		)
Charge-offs	—		—			—		—
Recoveries	127		3,411			—		3,538
Balance, end of period	$	13,516	$	5,108		$	1,587	$	20,211

	Three Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	14,621		$	4,749	$	2,037		$	21,407
Provision (credit) for loan losses	(1,579		)	980		(742		)	(1,341		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	770			—		—			770
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

There were no charge-offs and $3.5 million of recoveries on three C&I loans and one CRE loan for the three months ended September 30, 2016. There was a charge-off of $1.5 million on one C&I loan and $770,000 of recoveries on two C&I loans for the three months ended September 30, 2015.

Changes in the allowance for loan losses were as follows for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	11,064		$	5,344		$	1,566	$	17,974
Provision (credit) for loan losses	3,286			(3,647		)	21		(340		)
Charge-offs	(1,542		)	—			—		(1,542		)
Recoveries	708			3,411			—		4,119
Balance, end of period	$	13,516		$	5,108		$	1,587	$	20,211

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	13,501		$	4,755	$	2,017		$	20,273
Provision (credit) for loan losses	(470		)	974		(735		)	(231		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	781			—		13			794
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

There was a charge-off of $1.5 million on one C&I loan and $4.1 million of recoveries on six C&I loans and one CRE loan for the nine months ended September 30, 2016. There was a charge-off of $1.5 million on one C&I loan and $794,000 of recoveries on four C&I loans and one private banking loan for the nine months ended September 30, 2015.

25

The following tables present the age analysis of past due loans segregated by class of loan:

	September 30, 2016
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	—	$	565,702	$	565,702
Commercial real estate	—		—		—		—		1,021,932		1,021,932
Private banking	—		—		224		224		1,586,795		1,587,019
Loans held-for-investment	$	—	$	—	$	224	$	224	$	3,174,429	$	3,174,653

	December 31, 2015
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	976	$	976	$	633,256	$	634,232
Commercial real estate	—		—		2,912		2,912		859,276		862,188
Private banking	—		—		1,431		1,431		1,343,433		1,344,864
Loans held-for-investment	$	—	$	—	$	5,319	$	5,319	$	2,835,965	$	2,841,284

Non-Performing and Impaired Loans

Management monitors the delinquency status of the loan portfolio on a monthly basis. Loans were considered non-performing when interest and principal were 90 days or more past due or management has determined that it is probable the borrower is unable to meet payments as they become due. The risk of loss is generally highest for non-performing loans.

Management determines loans to be impaired when, based upon current information and events, it is probable that the loan will not be repaid according to the original contractual terms of the loan agreement, including both principal and interest, or if a loan is designated as a TDR. Refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy on evaluating loans for impairment and interest income.

The following tables present the Company’s investment in loans considered to be impaired and related information on those impaired loans:

	As of and for the Nine Months Ended September 30, 2016
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	20,169	$	26,179	$	7,359	$	19,202	$	—
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total with a related allowance recorded	20,717		26,862		7,907		19,816		—
Without a related allowance recorded:
Commercial and industrial	489		505		—		488		20
Commercial real estate	—		—		—		—		—
Private banking	—		—		—		—		—
Total without a related allowance recorded	489		505		—		488		20
Total:
Commercial and industrial	20,658		26,684		7,359		19,690		20
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total	$	21,206	$	27,367	$	7,907	$	20,304	$	20

26

	As of and for the Twelve Months Ended December 31, 2015
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	11,797	$	19,204	$	3,800	$	15,331	$	—
Commercial real estate	—		—		—		—		—
Private banking	745		864		745		824		—
Total with a related allowance recorded	12,542		20,068		4,545		16,155		—
Without a related allowance recorded:
Commercial and industrial	513		1,789		—		838		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,203		1,448		—		1,202		—
Total without a related allowance recorded	4,628		12,304		—		5,148		29
Total:
Commercial and industrial	12,310		20,993		3,800		16,169		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,948		2,312		745		2,026		—
Total	$	17,170	$	32,372	$	4,545	$	21,303	$	29

Impaired loans as of September 30, 2016 and December 31, 2015, were $21.2 million and $17.2 million, respectively. There was no interest income recognized on these loans, while on non-accrual status, for the nine months ended September 30, 2016, and the twelve months ended December 31, 2015. As of September 30, 2016 and December 31, 2015, there were no loans 90 days or more past due and still accruing interest income.

Impaired loans were evaluated using a discounted cash flow method or based on the fair value of the collateral less estimated selling costs. Based on those evaluations, as of September 30, 2016, there were specific reserves totaling $7.9 million, which were included in the $20.2 million allowance for loan losses. Also included in impaired loans was one C&I loan with a balance of $489,000 as of September 30, 2016, with no corresponding specific reserve since this loan had a net realizable value that management believes will be recovered from the borrower.

As of December 31, 2015, there were specific reserves totaling $4.5 million, which were included in the $18.0 million allowance for loan losses. Also included in impaired loans were three C&I loans, one CRE loans and two private banking loans with a combined balance of $4.6 million as of December 31, 2015, with no corresponding specific reserve since these loans had a net realizable value that management believes will be recovered from the borrower.

The following tables present the allowance for loan losses and recorded investment in loans by class:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	7,359	$	—	$	548	$	7,907
Collectively evaluated for impairment	6,157		5,108		1,039		12,304
Total allowance for loan losses	$	13,516	$	5,108	$	1,587	$	20,211
Loans held-for-investment:
Individually evaluated for impairment	$	20,658	$	—	$	548	$	21,206
Collectively evaluated for impairment	545,044		1,021,932		1,586,471		3,153,447
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

27

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	3,800	$	—	$	745	$	4,545
Collectively evaluated for impairment	7,264		5,344		821		13,429
Total allowance for loan losses	$	11,064	$	5,344	$	1,566	$	17,974
Loans held-for-investment:
Individually evaluated for impairment	$	12,310	$	2,912	$	1,948	$	17,170
Collectively evaluated for impairment	621,922		859,276		1,342,916		2,824,114
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

Troubled Debt Restructuring

The following table provides additional information on the Company’s loans designated as troubled debt restructurings:

(Dollars in thousands)	September 30, 2016		December 31, 2015
Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring:
Performing loans accruing interest	$	489	$	510
Non-accrual loans	16,209		12,894
Total troubled debt restructurings	$	16,698	$	13,404

Of the non-accrual loans as of September 30, 2016, three C&I loans were designated by the Company as TDRs. There was also one C&I loan that was still accruing interest and designated by the Company as a performing TDR as of September 30, 2016. The aggregate recorded investment of these loans was $16.7 million. There were unused commitments of $7,000 as of September 30, 2016, which was related to the performing TDR.

Of the non-accrual loans as of December 31, 2015, five C&I loans and one residential mortgage loan were designated by the Company as TDRs. There was also one C&I loan that was still accruing interest and designated by the Company as a performing TDR as of December 31, 2015. The aggregate recorded investment of these loans was $13.4 million. There were unused commitments of $1.7 million on these loans as of December 31, 2015, of which $39,000 was related to the performing TDR.

The modifications made to restructured loans typically consist of an extension or reduction of the payment terms, or the deferral of principal payments. There were no loans modified as a TDR within twelve months of the corresponding balance sheet date with a payment default during the nine months ended September 30, 2016. There were two loans totaling $4.0 million that were modified as a TDR within twelve months of the corresponding balance sheet date with a payment default during the nine months ended September 30, 2015, that were already on non-accrual status and fully secured or adequately reserved as of September 30, 2015.

The financial effects of modifications made to loans newly designated as TDRs during three months ended September 30, 2016, were as follows:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

There were no modifications made to loans newly designated as TDRs during the three months ended September 30, 2015.

28

The financial effects of modifications made to loans newly designated as TDRs during nine months ended September 30, 2016 and 2015, were as follows:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Change in interest terms	1	$	4,064	$	—	$	400	$	—
Extended term and deferred principal	1	433		—		433		—
Deferred principal	2	6,849		2,874		1,500		1,868
Total	4	$	11,346	$	2,874	$	2,333	$	1,868

Other Real Estate Owned

During the three and nine months ended September 30, 2016, collateral related to an impaired loan was transferred to OREO at a fair value of $3.6 million based on the appraised value, less estimated selling costs. In addition, a property was sold from other real estate owned for $1.1 million with a net gain of $7,000 realized during the three and nine months ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the balance of the other real estate owned portfolio was $4.3 million and $1.7 million, respectively. There were no residential mortgage loans in the process of foreclosure as of September 30, 2016.

[6] GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill of $4.6 million and other intangible assets of $13.6 million were recorded during the nine months ended September 30, 2016, related to the TKG acquisition.

The following table presents the change in goodwill for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016		2015
Balance, beginning of period	$	34,163	$	34,163
Additions	4,561		—
Balance, end of period	$	38,724	$	34,163

The Company determined the amount of identifiable intangible assets based upon an independent valuation. The following table presents the change in intangible assets for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016			2015
Balance, beginning of period	$	16,653		$	18,211
Additions	13,585			—
Amortization	(1,291		)	(1,169		)
Balance, end of period	$	28,947		$	17,042

29

The following table presents the gross amount of intangible assets and total accumulated amortization by class:

	September 30, 2016							December 31, 2015
(Dollars in thousands)	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	4,040	$	(201	)	$	3,839	$	1,190	$	(109	)	$	1,081
Client Relationships:
Sub-advisory client list	11,530		(2,156		)	9,374		11,200		(1,521		)	9,679
Separate managed accounts client list	1,810		(304		)	1,506		1,095		(201		)	894
Other institutional client list	5,950		(1,398		)	4,552		5,950		(992		)	4,958
Non-compete agreements	465		(89		)	376		75		(34		)	41
Total finite-lived intangibles	$	23,795	$	(4,148	)	$	19,647	$	19,510	$	(2,857	)	$	16,653
Client Relationships:
Mutual fund client list (indefinite-lived)	9,300		—			9,300		—		—			—
Total intangibles assets	$	33,095	$	(4,148	)	$	28,947	$	19,510	$	(2,857	)	$	16,653

Amortization expense on finite-lived intangible assets totaled $463,000 and $390,000 for the three months ended September 30, 2016 and 2015. Amortization expense on finite-lived intangible assets totaled $1.3 million and $1.2 million for the nine months ended September 30, 2016 and 2015.

The following is a summary of the expected amortization expense for finite-lived intangibles assets, assuming no future additions, for each of the five years following September 30, 2016:

(Dollars in thousands)	Amount
September 30,
2017	$	1,851
2018	1,840
2019	1,832
2020	1,791
2021	1,735
Thereafter	10,598
Total finite-lived intangibles	$	19,647
Indefinite-lived intangibles	9,300
Total intangibles assets	$	28,947

[7] DEPOSITS

	Interest Rate Range as of	Weighted Average Interest Rate as of				Balance as of
(Dollars in thousands)	September 30, 2016	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Demand and savings accounts:
Noninterest-bearing checking accounts	—	—		—		$	222,577	$	159,859
Interest-bearing checking accounts	0.05 to 0.60%	0.49	%	0.42	%	198,317		136,037
Money market deposit accounts	0.05 to 1.50%	0.72	%	0.50	%	1,802,276		1,464,279
Total demand and savings accounts						2,223,170		1,760,175
Certificates of deposit	0.05 to 1.44%	0.92	%	0.78	%	864,060		929,669
Total deposit balance						$	3,087,230	$	2,689,844
Average rate paid on interest-bearing accounts		0.76	%	0.60	%

As of September 30, 2016 and December 31, 2015, the Bank had total brokered deposits of $1.02 billion and $1.05 billion, respectively. The amount for brokered deposits includes reciprocal Certificate of Deposit Account Registry Service^® (“CDARS^®”) and reciprocal Insured Cash Sweep^® (“ICS^®”) accounts totaling $440.9 million and $496.5 million as of September 30, 2016 and December 31, 2015, respectively.

30

As of September 30, 2016 and December 31, 2015, certificates of deposit with balances of $100,000 or more, excluding brokered certificates of deposit, amounted to $404.4 million and $409.2 million, respectively. Certificates of deposit with balances of $250,000 or more, excluding brokered certificates of deposit, amounted to $160.6 million and $142.7 million as of September 30, 2016 and December 31, 2015, respectively.

The contractual maturity of certificates of deposit, including brokered certificates of deposit, is as follows:

(Dollars in thousands)	September 30, 2016		December 31, 2015
12 months or less	$	701,343	$	645,004
12 months to 24 months	134,153		219,333
24 months to 36 months	28,564		65,332
36 months to 48 months	—		—
48 months to 60 months	—		—
Over 60 months	—		—
Total	$	864,060	$	929,669

Interest expense on deposits is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2016		2015		2016		2015
Interest-bearing checking accounts	$	234	$	99	$	541	$	318
Money market deposit accounts	3,017		1,523		7,847		4,079
Certificates of deposit	1,936		1,652		5,540		4,945
Total interest expense on deposits	$	5,187	$	3,274	$	13,928	$	9,342

[8] BORROWINGS

As of September 30, 2016 and December 31, 2015, borrowings were comprised of the following:

	September 30, 2016					December 31, 2015
(Dollars in thousands)	Interest Rate		Ending Balance		Maturity Date	Interest Rate		Ending Balance		Maturity Date
FHLB borrowings:
Issued 9/30/2016	0.57	%	$	80,000	10/3/2016			$	—
Issued 9/29/2016	0.58	%	100,000		12/29/2016			—
Issued 12/31/2015			—			0.51	%	170,000		1/4/2016
Issued 7/29/2015			—			0.61	%	25,000		8/4/2016
Issued 7/29/2015	0.72	%	25,000		11/3/2016	0.72	%	25,000		11/3/2016
Subordinated notes payable (net of debt issuance costs of $540 and $692)	5.75	%	34,460		7/1/2019	5.75	%	34,308		7/1/2019
Total borrowings, net			$	239,460				$	254,308

The Bank’s FHLB borrowing capacity is based on the collateral value of certain securities held in safekeeping at the FHLB and loans pledged to the FHLB. The Bank submits a quarterly Qualified Collateral Report (“QCR”) to the FHLB to update the value of the loans pledged. As of September 30, 2016, the Bank’s borrowing capacity is based on the information provided in the June 30, 2016, QCR filing. As of September 30, 2016, the Bank had securities held in safekeeping at the FHLB with a fair value of $5.4 million, combined with pledged loans of $846.2 million, for a borrowing capacity of $605.6 million, of which $205.0 million was outstanding in advances, as reflected in the table above. As of December 31, 2015, there was $220.0 million outstanding in advances from the FHLB. When the Bank borrows from the FHLB, interest is charged at the FHLB’s posted rates at the time of the borrowing.

The Bank maintains an unsecured line of credit of $10.0 million with M&T Bank and an unsecured line of credit of $20.0 million with Texas Capital Bank. As of September 30, 2016, the full amount of these established lines were available to the Bank.

The Holding Company established an unsecured line of credit of $25.0 million, effective December 29, 2015, with Texas Capital Bank. As of September 30, 2016, the full amount of this established line was available.

31

In June 2014, the Company completed a private placement of subordinated notes payable, raising $35.0 million. The subordinated notes have a term of 5 years at a fixed rate of 5.75%. The proceeds qualified as Tier 2 capital for the holding company, under federal regulatory capital rules.

[9] REGULATORY CAPITAL

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Common Equity Tier 1 (“CET 1”), Tier 1 and Total risk-based capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). As of September 30, 2016 and December 31, 2015, TriState Capital Holdings, Inc. and TriState Capital Bank exceeded all capital adequacy requirements to which they are subject.

Financial depository institutions are categorized as well capitalized if they meet minimum Total risk-based, Tier 1 risk-based, CET 1 risk-based capital ratios and Tier 1 leverage ratio (Tier 1 capital to average assets) as set forth in the tables below. Based upon the information in the most recently filed Call Report, the Bank exceeded the capital ratios necessary to be well capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since the filing of the most recent Call Report that management believes have changed the Bank’s capital, as presented below.

In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as Basel III. In July 2013, final rules implementing the Basel III capital accord were adopted by the federal banking agencies. Basel III, which began phasing in on January 1, 2015, has replaced the existing regulatory capital rules for the Company and the Bank. The Basel III final rules required new minimum capital ratio standards, established a new common equity tier 1 to total risk-weighted assets ratio, subjected banking organizations to certain limitations on capital distributions and discretionary bonus payments, and established a new standardized approach for risk weightings.

The following tables set forth certain information concerning the Company’s and the Bank’s regulatory capital as of September 30, 2016 and December 31, 2015:

	September 30, 2016
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	318,874	13.05	%	$	195,464	8.00	%	N/A		N/A
Bank	$	311,395	12.88	%	$	193,409	8.00	%	$	241,761	10.00	%
Tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	146,598	6.00	%	N/A		N/A
Bank	$	292,618	12.10	%	$	145,057	6.00	%	$	193,409	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	109,948	4.50	%	N/A		N/A
Bank	$	292,618	12.10	%	$	108,792	4.50	%	$	157,145	6.50	%
Tier 1 leverage ratio
Company	$	286,496	8.09	%	$	141,663	4.00	%	N/A		N/A
Bank	$	292,618	8.33	%	$	140,450	4.00	%	$	175,562	5.00	%

32

	December 31, 2015
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	326,378	13.88	%	$	188,176	8.00	%	N/A		N/A
Bank	$	310,624	13.35	%	$	186,077	8.00	%	$	232,596	10.00	%
Tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	141,132	6.00	%	N/A		N/A
Bank	$	292,234	12.56	%	$	139,558	6.00	%	$	186,077	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	105,849	4.50	%	N/A		N/A
Bank	$	292,234	12.56	%	$	104,668	4.50	%	$	151,187	6.50	%
Tier 1 leverage ratio
Company	$	287,072	9.05	%	$	126,932	4.00	%	N/A		N/A
Bank	$	292,234	9.29	%	$	125,870	4.00	%	$	157,338	5.00	%

In addition, the final rules subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer of risk-based capital ratios in an amount greater than 2.5% of its total risk-weighted assets. The implementation of the capital conservation buffer began on January 1, 2016, at 0.625% and will be phased in over a four-year period (increasing by that amount ratably on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

The Company has not paid dividends to its holders of its common shares since its inception in 2007.

[10] EMPLOYEE BENEFIT PLANS

The Company participates in a qualified 401(k) defined contribution plan, under which eligible employees may contribute a percentage of their salary at their discretion. During the nine months ended September 30, 2016 and 2015, the Company automatically contributed three percent of the employee’s base salary to the individual’s 401(k) plan, subject to IRS limitations. Full-time employees and certain part-time employees are eligible to participate upon the first month following their first day of employment or having attained the age of 21, whichever is later. The Company’s contribution expense was $204,000 and $175,000 for the three months ended September 30, 2016 and 2015, respectively. The Company’s contribution expense was $606,000 and $528,000 for the nine months ended September 30, 2016 and 2015, respectively.

On February 28, 2013, the Company entered into a supplemental executive retirement plan (“SERP”) for the Chairman and Chief Executive Officer. The benefits will be earned over a five-year period with the projected payments for this SERP of $25,000 per month for 180 months commencing the later of retirement or 60 months. For the three and nine months ended September 30, 2016, the Company recorded expense related to SERP of $233,000 and $687,000, respectively, utilizing a discount rate of 2.15%. For the three and nine months ended September 30, 2015, the Company recorded expense related to SERP of $200,000 and $591,000, respectively, utilizing a discount rate of 2.98%. The recorded liability related to the SERP plan was $2.8 million and $2.1 million as of September 30, 2016 and December 31, 2015, respectively.

[11] STOCK TRANSACTIONS

In October 2014, the Board of Directors authorized the repurchase of up to $10 million, or up to 1,000,000 shares, of the Company’s common stock through December 31, 2015. Under this plan, the Company repurchased a total of 1,000,000 shares for approximately $9.9 million, at an average cost of $9.90 per share, which are held as treasury stock.

In January 2016, the Board of Directors authorized another repurchase of up to $10 million, or up to 1,000,000 shares, of the Company’s common stock. During the nine months ended September 30, 2016, the Company repurchased a total of 334,275 shares for approximately $4.3 million, at an average cost of $12.89 per share, which are held as treasury stock. The Board subsequently authorized the Company to utilize some of the $10 million allocated to this share repurchase program to cancel options granted by the Company to purchase shares of its common stock that expire in 2017. In accordance with that authorization, in addition to the shares purchased as described in this paragraph, the Company and holders of options that expire in 2017 agreed to cancel options as set forth in the following paragraph. The

33

approximate dollar value of shares that may yet be purchased under this share repurchase program has been reduced by the amount expended in connection with the option cancellations.

In July 2016, the Company’s Board of Directors approved a stock option cancellation program to allow for outstanding and vested stock option awards granted in 2007 and expiring in 2017 to be canceled by the option holder at the closing day’s stock price less the option exercise price. This program was available for option holders to participate from July 25 through September 2, 2016. During the three months ended September 30, 2016, there were 1,061,500 options canceled for $5.2 million, which was recorded as a reduction to additional paid-in capital.

The tables below show the changes in the Company’s common shares outstanding during the periods indicated.

	Number of Common Shares Outstanding
Balance, December 31, 2014	28,060,888
Issuance of restricted common stock	255,916
Forfeitures of restricted common stock	(3,000	)
Exercise of stock options	35,000
Purchase of treasury stock	(321,109	)
Balance, September 30, 2015	28,027,695
Balance, December 31, 2015	28,056,195
Issuance of restricted common stock	460,309
Forfeitures of restricted common stock	(4,575	)
Exercise of stock options	139,500
Purchase of treasury stock	(334,275	)
Balance, September 30, 2016	28,317,154

[12] EARNINGS PER COMMON SHARE

The computation of basic and diluted earnings per common share for the periods presented is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Net income available to common shareholders	$	8,454	$	6,118	$	21,070	$	16,902
Weighted average common shares outstanding:
Basic	27,514,724		27,728,705		27,586,816		27,779,023
Non-vested restricted stock - dilutive	290,326		72,261		206,289		43,941
Stock options - dilutive	502,582		480,278		483,118		384,695
Diluted	28,307,632		28,281,244		28,276,223		28,207,659
Earnings per common share:
Basic	$	0.31	$	0.22	$	0.76	$	0.61
Diluted	$	0.30	$	0.22	$	0.75	$	0.60

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-dilutive shares (1)	31,500	635,893	180,000	961,393

⁽¹⁾  Included stock options and non-vested restricted stock not considered for the calculation of diluted EPS as their inclusion would have been anti-dilutive.

[13] DERIVATIVES AND HEDGING ACTIVITY

RISK MANAGEMENT OBJECTIVE OF USING DERIVATIVES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The

34

Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts related to certain of the Company’s fixed-rate loan assets and differences in the amount, timing, and duration of the Company's known or expected cash payments related to certain of the Company's FHLB borrowings. The Company also has derivatives that are a result of a service the Company provides to certain qualifying customers while at the same time the Company enters into an offsetting derivative transaction in order to eliminate its interest rate risk exposure resulting from such transactions.

FAIR VALUES OF DERIVATIVE INSTRUMENTS ON THE STATEMENTS OF FINANCIAL CONDITION

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of September 30, 2016 and December 31, 2015:

	Asset Derivatives			Liability Derivatives
	as of September 30, 2016			as of September 30, 2016
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	585	Other liabilities	$	106
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	19,427	Other liabilities	$	20,946

	Asset Derivatives			Liability Derivatives
	as of December 31, 2015			as of December 31, 2015
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	—	Other liabilities	$	229
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	8,662	Other liabilities	$	9,363

FAIR VALUE HEDGES OF INTEREST RATE RISK

The Company is exposed to changes in the fair value of certain of its fixed-rate obligations due to changes in benchmark interest rates, which relate predominantly to LIBOR. Interest rate swaps designated as fair value hedges involve the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of September 30, 2016, the Company had four interest rate swaps, with an aggregate notional amount of $2.9 million that were designated as fair value hedges of interest rate risk associated with the Company’s fixed-rate loan assets. The notional amounts for the derivatives express the face amount of the positions, however, credit risk was considered insignificant for nine months ended September 30, 2016 and 2015. There were no counterparty default losses on derivatives for the nine months ended September 30, 2016 and 2015.

For the four derivatives that were designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings by applying the “fair value long haul” method. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. During the three months ended September 30, 2016, the Company recognized no gain or loss in non-interest income related to hedge ineffectiveness as compared to a net gain of $1,000 during the three months ended September 30, 2015. The Company also recognized a decrease to interest income of $24,000 and $54,000 for the three months ended September 30, 2016 and 2015, respectively, related to the Company’s fair value hedges, which includes net settlements on the derivatives, and any amortization adjustment of the basis in the hedged items. During the nine months ended September 30, 2016, the Company recognized a net gain of $2,000 in non-interest income related to hedge ineffectiveness as compared to a net gain of $3,000 during the nine months ended September 30, 2015. The Company also recognized a decrease to interest income of $71,000 and $211,000 for the nine months ended September 30, 2016 and 2015, respectively, related to the Company’s fair value hedges, which includes net settlements on the derivatives, and any amortization adjustment of the basis in the hedged items.

35

CASH FLOW HEDGES OF INTEREST RATE RISK

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In June 2016, the Company entered into two derivative contracts to hedge the variable cash flows associated with certain FHLB borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company’s cash flow hedge derivatives did not have any hedge ineffectiveness recognized in earnings during the three and nine months ended September 30, 2016.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the three and nine months ended September 30, 2016, there was an increase to interest expense of 46,000. During the next twelve months, the Company estimates $106,000 to be reclassified to earnings as a decrease to interest expense. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a remaining period of 33 months.

As of September 30, 2016, the Company had two outstanding interest rate derivatives with an aggregate notional amount of $100.0 million that was designated as a cash flow hedge of interest rate risk. During the three and nine months ended September 30, 2016, a net gain of $626,000 and $538,000, respectively, was recognized in accumulated other comprehensive income (loss) on the effective portion of the derivative.

NON-DESIGNATED HEDGES

The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate derivatives with its commercial banking customers to facilitate their respective risk management strategies. Those derivatives are simultaneously and economically hedged by offsetting derivatives that the Company executes with a third party, such that the Company eliminates its interest rate exposure resulting from such transactions. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of September 30, 2016, the Company had 210 derivative transactions with an aggregate notional amount of $883.9 million related to this program. During the three months ended September 30, 2016 and 2015, the Company recognized a net gain of $62,000 and a net loss of $414,000, respectively, related to changes in fair value of the derivatives not designated in hedging relationships. During the nine months ended September 30, 2016 and 2015, the Company recognized a net loss of $777,000 and a net loss$371,000, respectively, related to changes in fair value of the derivatives not designated in hedging relationships.

36

EFFECT OF DERIVATIVE INSTRUMENTS IN THE STATEMENTS OF INCOME

The tables below present the effect of the Company’s derivative financial instruments in the consolidated statements of income for the periods presented:

		Three Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(24	)	$	(54	)
	Non-interest income	—			1
	Interest expense	(46		)	—
Total		$	(70	)	$	(53	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	62		$	(414	)
Total		$	62		$	(414	)

		Nine Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(71	)	$	(211	)
	Non-interest income	2			3
	Interest expense	(46		)	—
Total		$	(115	)	$	(208	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	(777	)	$	(371	)
Total		$	(777	)	$	(371	)

CREDIT-RISK-RELATED CONTINGENT FEATURES

The Company has agreements with each of its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision where, if either the Company or the counterparty fails to maintain its status as a well/adequately capitalized institution, then the Company or the counterparty could be required to terminate any outstanding derivative positions and settle its obligations under the agreement.

As of September 30, 2016, the termination value of derivatives, including accrued interest, in a net liability position related to these agreements was $20.3 million. As of September 30, 2016, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $23.8 million. If the Company had breached any of these provisions as of September 30, 2016, it could have been required to settle its obligations under the agreements at their termination value.

[14] DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are based on the present value of expected future cash flows, quoted market prices of similar financial instruments, if available, and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realized in an immediate settlement of instruments. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of the Company.

37

FAIR VALUE MEASUREMENTS

In accordance with U.S. GAAP the Company must account for certain financial assets and liabilities at fair value on a recurring and non-recurring basis. The Company utilizes a three-level fair value hierarchy of valuation techniques to estimate the fair value of its financial assets and liabilities based on whether the inputs to those valuation techniques are observable or unobservable. The fair value hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within multiple levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:

• Level 1 – Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.

• Level 2 – Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.

• Level 3 – Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.

The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs used or how the data was calculated or derived. The Company corroborates the reasonableness of external inputs in the valuation process.

RECURRING FAIR VALUE MEASUREMENTS

The following tables represent assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	59,541	$	—	$	59,541
Trust preferred securities	—		17,047		—		17,047
Non-agency mortgage-backed securities	—		5,759		—		5,759
Non-agency collateralized loan obligations	—		16,335		—		16,335
Agency collateralized mortgage obligations	—		45,575		—		45,575
Agency mortgage-backed securities	—		25,858		—		25,858
Agency debentures	—		4,743		—		4,743
Equity securities	8,276		—		—		8,276
Interest rate swaps	—		20,012		—		20,012
Total financial assets	8,276		194,870		—		203,146
Financial liabilities:
Interest rate swaps	—		21,052		—		21,052
Acquisition earnout liability	—		—		2,478		2,478
Total financial liabilities	$	—	$	21,052	$	2,478	$	23,530

38

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	43,733	$	—	$	43,733
Trust preferred securities	—		16,601		—		16,601
Non-agency mortgage-backed securities	—		5,743		—		5,743
Non-agency collateralized loan obligations	—		11,711		—		11,711
Agency collateralized mortgage obligations	—		49,371		—		49,371
Agency mortgage-backed securities	—		28,669		—		28,669
Agency debentures	—		4,732		—		4,732
Equity securities	7,759		—		—		7,759
Interest rate swaps	—		8,662		—		8,662
Total financial assets	7,759		169,222		—		176,981
Financial liabilities:
Interest rate swaps	—		9,592		—		9,592
Total financial liabilities	$	—	$	9,592	$	—	$	9,592

INVESTMENT SECURITIES

Generally, investment securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs. The valuations for debt and equity securities are classified as either Level 1 or Level 2. U.S. Treasury Notes and equity securities (including mutual funds) are classified as Level 1 because these securities are in actively traded markets. Investment securities within Level 2 include corporate bonds; single-issuer trust preferred securities; non-agency mortgage-backed securities and collateralized loan obligations; collateralized mortgage obligations, mortgage-backed securities, and debentures issued by U.S. government agencies.

INTEREST RATE SWAPS

The fair value of interest rate swaps is estimated using inputs that are observable or that can be corroborated by observable market data and therefore, are classified as Level 2. These fair value estimations include primarily market observable inputs such as the forward LIBOR swap curve.

ACQUISITION EARNOUT LIABILITY

The fair value of the acquisition earnout liability is estimated based on management’s estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016, and therefore, are classified as Level 3. For additional information on the calculation of the earnout, refer to Note 2, Business Combinations.

NON-RECURRING FAIR VALUE MEASUREMENTS

Certain financial assets and financial liabilities are measured at fair value on a non-recurring 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, such as when there is evidence of impairment.

The following tables represent the balances of assets measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,810	$	12,810
Other real estate owned	—		—		4,268		4,268
Total assets	$	—	$	—	$	17,078	$	17,078

39

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,625	$	12,625
Other real estate owned	—		—		1,730		1,730
Total assets	$	—	$	—	$	14,355	$	14,355

As of September 30, 2016, the Company recorded $7.9 million of specific reserves to the allowance for loan losses as a result of adjusting the fair value of impaired loans. As of December 31, 2015, the Company recorded $4.5 million of specific reserves to allowance for loan losses as a result of adjusting the fair value of impaired loans.

IMPAIRED LOANS

A loan is considered impaired when management determines it is probable that all of the principal and interest due under the original terms of the loan may not be collected or if a loan is designated as a TDR. Impairment is measured based on a discounted cash flows method or the fair value of the underlying collateral less estimated selling costs. Our policy is to obtain appraisals on collateral supporting impaired loans on an annual basis, unless circumstances dictate a shorter time frame. Appraisals are reduced by estimated costs to sell the collateral, and, under certain circumstances, additional factors that may arise and cause us to believe our recovered value may be less than the independent appraised value. Accordingly, impaired loans are classified as Level 3. The Company measures impairment on all loans as part of the allowance for loan losses.

OTHER REAL ESTATE OWNED

Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at fair value, less estimated disposition costs, with the fair value being determined by appraisal. Our policy is to obtain appraisals on collateral supporting OREO on an annual basis, unless circumstances dictate a shorter time frame. Appraisals are reduced by estimated costs to sell the collateral, and, under certain circumstances, additional factors that may arise and cause us to believe our recovered value may be less than the independent appraised value. Accordingly, real estate owned is classified as Level 3.

LEVEL 3 VALUATION

The following tables present additional quantitative information about assets measured at fair value on a recurring and non-recurring basis and for which we have utilized Level 3 inputs to determine fair value as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	12,810	Discounted cash flow	Discount due to restructured nature of operations	6	%
Other real estate owned	$	4,268	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

	December 31, 2015
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	5,428	Appraisal value or Liquidation analysis	Discount due to salability conditions	14	%
Loans measured for impairment, net	$	7,197	Discounted cash flow	Discount due to restructured nature of operations	7	%
Other real estate owned	$	1,730	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals or liquidation analysis of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

40

FAIR VALUE OF FINANCIAL INSTRUMENTS

A summary of the carrying amounts and estimated fair values of financial instruments is as follows:

		September 30, 2016				December 31, 2015
(Dollars in thousands)	Fair Value Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	120,736	$	120,736	$	96,676	$	96,676
Investment securities available-for-sale: debt	2	174,858		174,858		160,560		160,560
Investment securities available-for-sale: equity	1	8,276		8,276		7,759		7,759
Investment securities held-to-maturity	2	50,977		52,193		47,290		48,099
Federal Home Loan Bank stock	2	9,232		9,232		9,802		9,802
Loans held-for-investment, net	3	3,154,442		3,147,526		2,823,310		2,813,278
Accrued interest receivable	2	8,559		8,559		7,056		7,056
Investment management fees receivable	2	8,166		8,166		6,191		6,191
Bank owned life insurance	2	64,350		64,350		60,019		60,019
Interest rate swaps	2	20,012		20,012		8,662		8,662
Other real estate owned	3	4,268		4,268		1,730		1,730
Financial liabilities:
Deposits	2	$	3,087,230	$	3,088,170	$	2,689,844	$	2,690,693
Borrowings, net	2	239,460		240,576		254,308		255,179
Acquisition earnout liability	3	2,478		2,478		—		—
Interest rate swaps	2	21,052		21,052		9,592		9,592

During the nine months ended September 30, 2016 and 2015, there were no transfers between fair value Levels 1, 2 or 3.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of September 30, 2016 and December 31, 2015:

CASH AND CASH EQUIVALENTS

The carrying amount approximates fair value.

INVESTMENT SECURITIES

The fair values of investment securities available-for-sale, held-to-maturity and trading are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.

FEDERAL HOME LOAN BANK STOCK

The carrying value of our FHLB stock, which is a marketable equity investment, approximates fair value.

LOANS HELD-FOR-INVESTMENT

The fair value of loans held-for-investment is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair value as determined here does not represent an exit price. Impaired loans are generally valued at the fair value of the associated collateral.

ACCRUED INTEREST RECEIVABLE

The carrying amount approximates fair value.

INVESTMENT MANAGEMENT FEES RECEIVABLE

The carrying amount approximates fair value.

BANK OWNED LIFE INSURANCE

The fair value of the general account bank owned life insurance is based on the insurance contract net cash surrender value.

41

OTHER REAL ESTATE OWNED

Real estate owned is recorded on the date acquired at fair value, less estimated disposition costs, with the fair value being determined by appraisal.

DEPOSITS

The fair value of demand deposits is the amount payable on demand as of the reporting date, i.e., their carrying amounts. The fair value of fixed maturity deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

BORROWINGS

The fair value of borrowings is calculated by discounting scheduled cash flows through the estimated maturity using period end market rates for borrowings of similar remaining maturities.

ACQUISITION EARNOUT LIABILITY

The carrying amount of the TKG acquisition earnout liability approximates fair value. For additional information on the calculation of the earnout, refer to Note 2, Business Combinations.

INTEREST RATE SWAPS

The fair value of interest rate swaps are estimated through the assistance of an independent third party and compared to the fair value determined by the swap counterparty to establish reasonableness.

OFF-BALANCE SHEET INSTRUMENTS

Fair values for the Company’s off-balance sheet instruments, which consist of lending commitments, standby letters of credit and risk participation agreements related to interest rate swap agreements, are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Management believes that the fair value of these off-balance sheet instruments is not significant.

[15] CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table shows the changes in accumulated other comprehensive income (loss), for the periods presented:

	Three Months Ended September 30,
	2016									2015
(Dollars in thousands)	Investment Securities			Derivatives			Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,020	)	$	(56	)	$	(1,076	)	$	(215	)	$	—	$	(215	)
Change in unrealized holding gains (losses)	711			402			1,113			(698		)	—		(698		)
Losses (gains) reclassified from other comprehensive income (1)	(8		)	29			21			—			—		—
Net other comprehensive income (loss)	703			431			1,134			(698		)	—		(698		)
Balance, end of period	$	(317	)	$	375		$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $14,000 and $0, net of income tax expense of $6,000 and $0 for the three months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the three months ended September 30, 2016 and 2015, respectively.

42

	Nine Months Ended September 30,
	2016								2015
(Dollars in thousands)	Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,443	)	$	—	$	(1,443	)	$	(627	)	$	—	$	(627	)
Change in unrealized holding gains (losses)	1,175			346		1,521			(275		)	—		(275		)
Losses (gains) reclassified from other comprehensive income (1)	(49		)	29		(20		)	(11		)	—		(11		)
Net other comprehensive income (loss)	1,126			375		1,501			(286		)	—		(286		)
Balance, end of period	$	(317	)	$	375	$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $77,000 and $17,000, net of income tax expense of $28,000 and $6,000 for the nine months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the nine months ended September 30, 2016 and 2015, respectively.

[16] CONTINGENT LIABILITIES

The Company is not subject to any asserted claims nor is it aware of any unasserted claims. In the opinion of management, there are no potential claims that would have a material adverse effect on the Company’s financial position, liquidity or results of operations.

[17] SEGMENTS

The Company operates two reportable segments: Bank and Investment Management.

• The Bank segment provides commercial banking and private banking services to middle-market businesses and high-net-worth individuals through the TriState Capital Bank subsidiary.

• The Investment Management segment provides advisory and sub-advisory investment management services to primarily institutional plan sponsors through the Chartwell Investment Partners, LLC subsidiary and also supports distribution and marketing efforts for Chartwell’s proprietary investment products through the Chartwell TSC Securities Corp. subsidiary.

The following tables provide financial information for the two segments of the Company as of and for the periods indicated. The information provided under the caption “Parent and Other” represents general operating expenses of the Company not considered to be a reportable segment, which includes the parent company activity as well as eliminations and adjustments that are necessary for purposes of reconciliation to the consolidated amounts.

(Dollars in thousands)	September 30, 2016			December 31, 2015
Assets:	(unaudited)
Bank	$	3,635,264		$	3,236,756
Investment management	81,437			65,516
Parent and other	(1,183		)	(101		)
Total assets	$	3,715,518		$	3,302,171

43

	Three Months Ended September 30, 2016												Three Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	24,855		$	—		$	70		$	24,925		$	20,932		$	—		$	57		$	20,989
Interest expense	5,673			—			548			6,221			3,430			—			554			3,984
Net interest income (loss)	19,182			—			(478		)	18,704			17,502			—			(497		)	17,005
Provision (credit) for loan losses	(542		)	—			—			(542		)	(1,341		)	—			—			(1,341		)
Net interest income (loss) after provision for loan losses	19,724			—			(478		)	19,246			18,843			—			(497		)	18,346
Non-interest income:
Investment management fees	—			10,391			(58		)	10,333			—			7,074			(54		)	7,020
Net gain on the sale and call of investment securities	14			—			—			14			—			—			—			—
Other non-interest income	2,149			1			—			2,150			1,002			(7		)	—			995
Total non-interest income	2,163			10,392			(58		)	12,497			1,002			7,067			(54		)	8,015
Non-interest expense:
Intangible amortization expense	—			463			—			463			—			390			—			390
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	13,227			8,009			24			21,260			12,015			4,936			(40		)	16,911
Total non-interest expense	13,227			7,263			24			20,514			12,015			5,326			(40		)	17,301
Income (loss) before tax	8,660			3,129			(560		)	11,229			7,830			1,741			(511		)	9,060
Income tax expense (benefit)	1,823			1,385			(433		)	2,775			2,442			660			(160		)	2,942
Net income (loss)	$	6,837		$	1,744		$	(127	)	$	8,454		$	5,388		$	1,081		$	(351	)	$	6,118

	Nine Months Ended September 30, 2016												Nine Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	71,871		$	—		$	209		$	72,080		$	61,509		$	—		$	163		$	61,672
Interest expense	15,130			—			1,650			16,780			9,689			—			1,642			11,331
Net interest income (loss)	56,741			—			(1,441		)	55,300			51,820			—			(1,479		)	50,341
Provision (credit) for loan losses	(340		)	—			—			(340		)	(231		)	—			—			(231		)
Net interest income (loss) after provision for loan losses	57,081			—			(1,441		)	55,640			52,051			—			(1,479		)	50,572
Non-interest income:
Investment management fees	—			26,981			(167		)	26,814			—			22,332			(143		)	22,189
Net gain on the sale and call of investment securities	77			—			—			77			17			—			—			17
Other non-interest income	5,966			2			—			5,968			4,242			(6		)	—			4,236
Total non-interest income	6,043			26,983			(167		)	32,859			4,259			22,326			(143		)	26,442
Non-interest expense:
Intangible amortization expense	—			1,291			—			1,291			—			1,169			—			1,169
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	37,849			19,986			60			57,895			34,958			15,931			(73		)	50,816
Total non-interest expense	37,849			20,068			60			57,977			34,958			17,100			(73		)	51,985
Income (loss) before tax	25,275			6,915			(1,668		)	30,522			21,352			5,226			(1,549		)	25,029
Income tax expense (benefit)	7,476			2,833			(857		)	9,452			6,630			1,981			(484		)	8,127
Net income (loss)	$	17,799		$	4,082		$	(811	)	$	21,070		$	14,722		$	3,245		$	(1,065	)	$	16,902

44

[18] SUBSEQUENT EVENTS

On October 19, 2016, TriState Capital Holdings, Inc. entered into a definitive agreement to acquire certain assets of Aberdeen Asset Management, Inc. (“AAMI”) in a transaction that is expected to close by the first quarter of 2017, subject to regulatory requirements, certain client consents and other customary closing conditions. Separately managed accounts with about $4 billion in institutional client assets under management are expected to move from AAMI to Chartwell upon the closing of the transaction.

In October 2016, the company’s Board of Directors approved a new share repurchase program of up to $5 million. Under the authorization, purchases of shares may be made at the discretion of management from time to time in the open market or through negotiated transactions. In addition, the funds allocated to the program can be used to cancel options expiring in 2017.

45

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations and highlights material changes to the financial condition and results of operations as of and for the three and nine months ended September 30, 2016. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes contained herein and our consolidated financial statements and notes thereto and Management’s Discussion and Analysis for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

• Deterioration of our asset quality;

• Our ability to prudently manage our growth and execute our strategy;

• Changes in the value of collateral securing our loans;

• Business and economic conditions generally and in the financial services industry, nationally and within our local market area;

• Changes in management personnel;

• Our ability to maintain important deposit customer relationships, our reputation and otherwise avoid liquidity risks;

• Our ability to provide investment management performance competitive with our peers and benchmarks;

• Operational risks associated with our business;

• Volatility and direction of market interest rates;

• Increased competition in the financial services industry, particularly from regional and national institutions;

• Changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters;

• Further government intervention in the U.S. financial system;

• Natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and

• Other factors that are discussed in the section entitled “Risk Factors,” in our Annual Report on Form 10-K, filed with the SEC on February 16, 2016, which is accessible at www.sec.gov.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this document. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

46

General

We are a bank holding company that operates through two reporting segments: Bank and Investment Management. The Bank segment provides commercial banking and private banking services to middle-market businesses and high-net-worth individuals through our TriState Capital Bank subsidiary. The Bank segment generates most of its revenue from interest on loans and investments, loan-related fees and deposit-related fees. Its primary source of funding for loans is deposits. Its largest expenses are interest on these deposits and salaries and related employee benefits. The Investment Management segment provides advisory and sub-advisory investment management services primarily to institutional plan sponsors through our Chartwell Investment Partners, LLC subsidiary and also will support distribution and marketing efforts for Chartwell’s proprietary investment products through our Chartwell TSC Securities Corp. subsidiary, once it is registered as a broker/dealer with the SEC and FINRA. The Investment Management segment generates most of its revenue from investment management fees earned on assets under management and its largest expenses are salaries and related employee benefits.

The following discussion and analysis presents our financial condition and results of operations on a consolidated basis, except where significant segment disclosures are necessary to better explain the operations of each segment and related variances. In particular, the discussion and analysis of non-interest income and non-interest expense is reported by segment.

We measure our performance primarily through our earnings per common share; total revenue; and pre-tax, pre-provision net revenue. Other salient metrics include the ratio of allowance for loan losses to loans; net interest margin; the efficiency ratio of the Bank segment; assets under management; return on average assets; return on average equity; and regulatory leverage and risk-based capital ratios.

Executive Overview

TriState Capital Holdings, Inc. (“we”, “us”, “our” or the “Company”) is a bank holding company headquartered in Pittsburgh, Pennsylvania. The Company has three wholly owned subsidiaries: TriState Capital Bank (the “Bank”), a Pennsylvania chartered bank; Chartwell Investment Partners, LLC (“Chartwell”), a registered investment advisor; and Chartwell TSC Securities Corp. (“CTSC Securities”), which is applying to be registered as a broker/dealer with the SEC and FINRA. Through our bank subsidiary, we serve middle-market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York. We also serve high-net-worth individuals on a national basis through our private banking channel. We market and distribute our products and services through a scalable, branchless banking model, which creates significant operating leverage throughout our business as we continue to grow. Through our investment management subsidiary, we provide investment management services to institutional, sub-advisory, managed account and private clients on a national basis. Assets under management were $10.80 billion as of September 30, 2016. Our broker/dealer subsidiary, once registered, will support any distribution and marketing efforts for Chartwell’s proprietary investment products that may require SEC or FINRA licensing.

For the three months ended September 30, 2016, our net income was $8.5 million compared to $6.1 million for the same period in 2015, an increase of $2.3 million. This increase was primarily due to the net impact of (1) a $1.7 million, or 10.0%, increase in our net interest income; and (2) an increase in non-interest income of $4.5 million largely related to higher investment management fees due to the TKG acquisition; offset by (3) an increase of $3.2 million in our non-interest expense largely related to the TKG acquisition; and (4) lower credit to provision for loan losses of $799,000

For the nine months ended September 30, 2016, our net income was $21.1 million compared to $16.9 million for the same period in 2015, an increase of $4.2 million. This increase was primarily due to the net impact of (1) a $5.0 million, or 9.9%, increase in our net interest income; (2) higher credit to provision for loan losses of $109,000; and (3) an increase in non-interest income of $6.4 million, largely related to higher investment management fees and higher swap revenue; offset by (4) an increase of $6.0 million in our non-interest expense; and (5) a $1.3 millionincrease in income taxes.

Our diluted EPS was $0.30 for the three months ended September 30, 2016, compared to $0.22 for the same period in 2015. The increase is a result of an increase of $2.3 million in our net income.

Our diluted EPS was $0.75 for the nine months ended September 30, 2016, compared to $0.60 for the same period in 2015. The increase is a result of an increase of $4.2 million in our net income.

For the three months ended September 30, 2016, total revenue increased$6.2 million, or 24.6%, to $31.2 million from $25.0 million for the same period in 2015, driven by higher investment management fees, higher net interest income for the Bank and higher swap fees. Pre-tax, pre-provision net revenue increased$3.0 million, or 38.3%, to $10.7 million for the three months ended September 30, 2016, from $7.7 million for the same period in 2015, primarily resulting from the higher total revenue partially offset by higher non-interest expense.

47

For the nine months ended September 30, 2016, total revenue increased$11.3 million, or 14.7%, to $88.1 million from $76.8 million for the same period in 2015, driven by higher net interest income for the Bank, higher investment management fees and higher swap fees. Pre-tax, pre-provision net revenue increased$5.3 million, or 21.5%, to $30.1 million for the nine months ended September 30, 2016, from $24.8 million for the same period in 2015, resulting from higher total revenue partially offset by higher non-interest expenses.

Our annualized net interest margin was 2.18% and 2.25% for the three and nine months ended September 30, 2016, respectively, as compared to 2.32% and 2.39%, for the same periods in 2015, respectively. The most significant factor driving net interest margin compression has been our shift toward lower-risk assets, notably the marketable-securities-backed private banking margin loan portfolio that the Bank has made its fastest growing channel, as well as an increase in the cost of funds.

For the three and nine months ended September 30, 2016, the Bank’s efficiency ratio was 62.01% and 60.36%, respectively, as compared to 64.93% and 62.36% for the same periods in 2015, respectively. Our non-interest expense to average assets for the three and nine months ended September 30, 2016, was 2.27% and 2.25%, respectively, compared to 2.25% and 2.35%, for the same periods in 2015, respectively.

Our annualized return on average assets was 0.93% and 0.82% for the three and nine months ended September 30, 2016, respectively, as compared to 0.79% and 0.76% for the same periods in 2015, respectively. Our annualized return on average equity was 9.88% and 8.42%, for the three and nine months ended September 30, 2016, respectively, as compared to 7.64% and 7.23% for the same periods in 2015, respectively. The increase in these ratios is due to continued growth in earnings from both the banking and investment management segments.

Total assets of $3.72 billion as of September 30, 2016, increased$413.3 million, or 16.7% on an annualized basis, from December 31, 2015. Loans held-for-investment grew by $333.4 million to $3.17 billion as of September 30, 2016, an annualized increase of 15.7%, from December 31, 2015, as a result of growth in our commercial and private banking loan portfolios. Total deposits increased$397.4 million, or 19.7% on an annualized basis, to $3.09 billion as of September 30, 2016, from December 31, 2015.

Adverse rated credits to total loans declined to 1.59% at September 30, 2016, from 1.92% at December 31, 2015. The allowance for loan losses to loans was 0.64% as of September 30, 2016, compared to 0.63% as of December 31, 2015. The credit to provision for loan losses was $542,000 and $340,000 for the three and nine months ended September 30, 2016, respectively, as compared to credit of provision of $1.3 million and $231,000 for the same periods in 2015, respectively. The credit to provision in the three months ended September 30, 2016, reflected declining adverse rated credits and net recoveries, offset by increases to specific reserves on non-performing loans.

Our book value per common share increased$0.50 to $12.12 as of September 30, 2016, from $11.62 as of December 31, 2015, largely as a result of an increase in our net income, partially offset by the issuance of restricted stock and the cancellation of stock options during nine months ended September 30, 2016.

Non-GAAP Financial Measures

The information set forth above contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are “total revenue,” “pre-tax, pre-provision net revenue,” and “efficiency ratio.” Although we believe these non-GAAP financial measures provide a greater understanding of our business, these measures are not necessarily comparable to similar measures that may be presented by other companies.

“Total revenue” is defined as net interest income and non-interest income, excluding gains and losses on the sale and call of investment securities. We believe adjustments made to our operating revenue allow management and investors to better assess our operating revenue by removing the volatility that is associated with certain other items that are unrelated to our core business.

“Pre-tax, pre-provision net revenue” is defined as net income, without giving effect to loan loss provision and income taxes, and excluding gains and losses on the sale and call of investment securities. We believe this measure is important because it allows management and investors to better assess our performance in relation to our core operating revenue, excluding the volatility that is associated with provision for loan losses or other items that are unrelated to our core business.

“Efficiency ratio” is defined as non-interest expense, excluding acquisition related items and intangible amortization expense, where applicable, divided by our total revenue. We believe this measure, particularly at the Bank, allows management and investors to better assess our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.

48

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2016			2015			2016			2015
Pre-tax, pre-provision net revenue:
Net interest income	$	18,704		$	17,005		$	55,300		$	50,341
Total non-interest income	12,497			8,015			32,859			26,442
Less: net gain on the sale and call of investment securities	14			—			77			17
Total revenue	31,187			25,020			88,082			76,766
Less: total non-interest expense	20,514			17,301			57,977			51,985
Pre-tax, pre-provision net revenue	$	10,673		$	7,719		$	30,105		$	24,781
Efficiency ratio:
Total non-interest expense	$	20,514		$	17,301		$	57,977		$	51,985
Plus: change in fair value of acquisition earnout	1,209			—			1,209			—
Less: acquisition related items	—			—			1			—
Less: intangible amortization expenses	463			390			1,291			1,169
Total non-interest expense (numerator)	$	21,260		$	16,911		$	57,894		$	50,816
Total revenue (denominator)	$	31,187		$	25,020		$	88,082		$	76,766
Efficiency ratio	68.17		%	67.59		%	65.73		%	66.20		%

BANK SEGMENT

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2016			2015			2016			2015
Bank pre-tax, pre-provision net revenue:
Net interest income	$	19,182		$	17,502		$	56,741		$	51,820
Total non-interest income	2,163			1,002			6,043			4,259
Less: net gain on the sale and call of investment securities	14			—			77			17
Total revenue	21,331			18,504			62,707			56,062
Less: total non-interest expense	13,227			12,015			37,849			34,958
Pre-tax, pre-provision net revenue	$	8,104		$	6,489		$	24,858		$	21,104
Bank efficiency ratio:
Total non-interest expense (numerator)	$	13,227		$	12,015		$	37,849		$	34,958
Total revenue (denominator)	$	21,331		$	18,504		$	62,707		$	56,062
Efficiency ratio	62.01		%	64.93		%	60.36		%	62.36		%

Results of Operations

Net Interest Income

Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities and changes in interest yields earned and rates paid. Maintaining consistent spreads between earning assets and interest-bearing liabilities is significant to our financial performance because net interest income comprised 62.8% and 65.6% of total revenue for the nine months ended September 30, 2016 and 2015, respectively.

49

The table below reflects an analysis of net interest income, on a fully taxable equivalent basis, for the periods indicated. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax exempt income by one minus the statutory federal income tax rate of 35.0%.

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2016			2015			2016			2015
Interest income	$	24,925		$	20,989		$	72,080		$	61,672
Fully taxable equivalent adjustment	57			69			203			190
Interest income adjusted	24,982			21,058			72,283			61,862
Less: interest expense	6,221			3,984			16,780			11,331
Net interest income adjusted	$	18,761		$	17,074		$	55,503		$	50,531
Yield on earning assets	2.90		%	2.86		%	2.94		%	2.92		%
Cost of interest-bearing liabilities	0.81		%	0.62		%	0.77		%	0.61		%
Net interest spread	2.09		%	2.24		%	2.17		%	2.31		%
Net interest margin (1)	2.18		%	2.32		%	2.25		%	2.39		%

⁽¹⁾  Net interest margin is calculated on a fully taxable equivalent basis.

The following table provides information regarding the average balances and yields earned on interest-earning assets and the average balances and rates paid on interest-bearing liabilities for the three months ended September 30, 2016 and 2015. Non-accrual loans are included in the calculation of the average loan balances, while interest collected on non-accrual loans is recorded as a reduction to principal. Where applicable, interest income and yield are reflected on a fully taxable equivalent basis, and have been adjusted based on the statutory federal income tax rate of 35.0%.

50

	Three Months Ended September 30,
	2016						2015
(Dollars in thousands)	Average Balance		Interest Income (1)/ Expense		Average Yield/ Rate		Average Balance		Interest Income (1)/ Expense		Average Yield/ Rate
Assets
Interest-earning deposits	$	114,245	$	150	0.52	%	$	94,015	$	84	0.35	%
Federal funds sold	6,445		6		0.37	%	6,197		2		0.13	%
Investment securities available-for-sale	182,354		828		1.81	%	172,922		597		1.37	%
Investment securities held-to-maturity	48,495		485		3.98	%	45,941		454		3.92	%
FHLB stock	12,347		144		4.64	%	6,371		49		3.05	%
Total loans	3,061,427		23,369		3.04	%	2,598,362		19,872		3.03	%
Total interest-earning assets	3,425,313		24,982		2.90	%	2,923,808		21,058		2.86	%
Other assets	171,986						132,225
Total assets	$	3,597,299					$	3,056,033
Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-bearing checking accounts	$	190,270	$	234	0.49	%	$	97,493	$	99	0.40	%
Money market deposit accounts	1,688,250		3,017		0.71	%	1,418,547		1,523		0.43	%
Certificates of deposit	863,872		1,936		0.89	%	884,829		1,652		0.74	%
Borrowings:
FHLB borrowing	273,804		480		0.70	%	130,054		156		0.48	%
Subordinated notes payable, net	34,427		554		6.40	%	34,224		554		6.42	%
Total interest-bearing liabilities	3,050,623		6,221		0.81	%	2,565,147		3,984		0.62	%
Noninterest-bearing deposits	161,723						148,323
Other liabilities	44,565						24,743
Shareholders' equity	340,388						317,820
Total liabilities and shareholders' equity	$	3,597,299					$	3,056,033
Net interest income (1)			$	18,761					$	17,074
Net interest spread					2.09	%					2.24	%
Net interest margin (1)					2.18	%					2.32	%

⁽¹⁾  Net interest income and net interest margin are calculated on a fully taxable equivalent basis.

Net Interest Income for the Three Months Ended September 30, 2016 and 2015. Net interest income, calculated on a fully taxable equivalent basis, increased$1.7 million, or 9.9%, to $18.8 million for the three months ended September 30, 2016, from $17.1 million for the same period in 2015. The increase in net interest income for the three months ended September 30, 2016, was primarily attributable to a $501.5 million, or 17.2%, increase in average interest-earning assets driven largely by loan growth. The increase in net interest income reflects an increase of $3.9 million, or 18.6%, in interest income, partially offset by an increase of $2.2 million, or 56.1%, in interest expense. Net interest margin decreased to 2.18% for the three months ended September 30, 2016, as compared to 2.32% for the same period in 2015, driven by higher interest expense associated with the higher volumes and cost of deposits and FHLB borrowings.

The increase in interest income was primarily the result of an increase in average total loans of $463.1 million, or 17.8%, which is our primary earning asset and the Bank’s core business. The most significant factors driving the yield on our loan portfolio has been our shift toward lower-risk assets, notably the marketable-securities-backed private banking loan portfolio that the Bank has made its fastest growing channel, which was offset by the effect on our floating-rate loans due to the Federal Reserve’s increase in the target federal funds rate in December 2015. The overall yield on interest-earning assets increasedfour basis points to 2.90% for the three months ended September 30, 2016, as compared to 2.86% for the same period in 2015, primarily from higher yields on investment securities.

Interest expense on interest-bearing liabilities of $6.2 million, for the three months ended September 30, 2016, increased$2.2 million, or 56.1%, from the same period in 2015 as a result of an increase of $485.5 million, or 18.9%, in average interest-bearing liabilities for the three months ended September 30, 2016, coupled with an increase of 19 basis points in the average rate paid on our average interest-bearing liabilities compared to the same period in 2015. The increase in average rate paid was reflective of increases in rates paid in all deposit categories and FHLB borrowings. The increase in average interest-bearing liabilities was driven primarily by an increase of

51

$269.7 million in average money market deposit accounts, an increase of $92.8 million in average interest-bearing checking accounts and an increase of $143.8 million in average FHLB borrowings.

The following table analyzes the dollar amount of the change in interest income and interest expense with respect to the primary components of interest-earning assets and interest-bearing liabilities. The table shows the amount of the change in interest income or interest expense caused by either changes in outstanding balances or changes in interest rates for the three months ended September 30, 2016 and 2015. The effect of a change in balances is measured by applying the average rate during the first period to the balance (“volume”) change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period.

	Three Months Ended September 30,
	2016 over 2015
(Dollars in thousands)	Yield/Rate			Volume			Change(1)
Increase (decrease) in:
Interest income:
Interest-earning deposits	$	45		$	21		$	66
Federal funds sold	4			—			4
Investment securities available-for-sale	197			34			231
Investment securities held-to-maturity	6			25			31
FHLB stock	34			61			95
Total loans	(38		)	3,535			3,497
Total increase in interest income	248			3,676			3,924
Interest expense:
Interest-bearing deposits:
Interest-bearing checking accounts	25			110			135
Money market deposit accounts	1,162			332			1,494
Certificates of deposit	324			(40		)	284
Borrowings:
FHLB borrowing	95			229			324
Subordinated notes payable, net	(3		)	3			—
Total increase in interest expense	1,603			634			2,237
Total increase (decrease) in net interest income	$	(1,355	)	$	3,042		$	1,687

⁽¹⁾  The change in interest income and expense due to change in composition and applicable yields and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

The following table provides information regarding the average balances and yields earned on interest-earning assets and the average balances and rates paid on interest-bearing liabilities for the nine months ended September 30, 2016 and 2015. Non-accrual loans are included in the calculation of the average loan balances, while interest collected on non-accrual loans is recorded as a reduction to principal. Where applicable, interest income and yield are reflected on a fully taxable equivalent basis, and have been adjusted based on the statutory federal income tax rate of 35.0%.

52

	Nine Months Ended September 30,
	2016						2015
(Dollars in thousands)	Average Balance		Interest Income (1)/ Expense		Average Yield/ Rate		Average Balance		Interest Income (1)/ Expense		Average Yield/ Rate
Assets
Interest-earning deposits	$	107,651	$	418	0.52	%	$	104,953	$	273	0.35	%
Federal funds sold	6,180		16		0.35	%	6,143		4		0.09	%
Investment securities available-for-sale	181,383		2,387		1.76	%	162,838		1,550		1.27	%
Investment securities held-to-maturity	46,977		1,409		4.01	%	40,616		1,190		3.92	%
FHLB stock	10,983		343		4.17	%	5,084		311		8.18	%
Total loans	2,935,663		67,710		3.08	%	2,510,374		58,534		3.12	%
Total interest-earning assets	3,288,837		72,283		2.94	%	2,830,008		61,862		2.92	%
Other assets	155,903						130,591
Total assets	$	3,444,740					$	2,960,599
Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-bearing checking accounts	$	160,310	$	541	0.45	%	$	103,674	$	318	0.41	%
Money market deposit accounts	1,614,669		7,847		0.65	%	1,343,867		4,079		0.41	%
Certificates of deposit	869,879		5,540		0.85	%	883,679		4,945		0.75	%
Borrowings:
FHLB borrowing	243,686		1,191		0.65	%	103,315		328		0.42	%
Subordinated notes payable, net	34,376		1,661		6.45	%	34,174		1,661		6.50	%
Total interest-bearing liabilities	2,922,920		16,780		0.77	%	2,468,709		11,331		0.61	%
Noninterest-bearing deposits	153,763						149,224
Other liabilities	33,770						30,026
Shareholders' equity	334,287						312,640
Total liabilities and shareholders' equity	$	3,444,740					$	2,960,599
Net interest income (1)			$	55,503					$	50,531
Net interest spread					2.17	%					2.31	%
Net interest margin (1)					2.25	%					2.39	%

⁽¹⁾ Net interest income and net interest margin are calculated on a fully taxable equivalent basis.

Net Interest Income for the Nine Months Ended September 30, 2016 and 2015. Net interest income, calculated on a fully taxable equivalent basis, increased$5.0 million, or 9.8%, to $55.5 million for the nine months ended September 30, 2016, from $50.5 million for the same period in 2015. The increase in net interest income for the nine months ended September 30, 2016, was primarily attributable to a $458.8 million, or 16.2%, increase in average interest-earning assets driven largely by loan growth. The increase in net interest income reflects an increase of $10.4 million, or 16.8%, in interest income, partially offset by an increase of $5.4 million, or 48.1%, in interest expense. Net interest margin decreased to 2.25% for the nine months ended September 30, 2016, as compared to 2.39% for the same period in 2015, driven by lower loan yields and higher interest expense associated with the higher volumes and costs of deposits and FHLB borrowings.

The increase in interest income was primarily the result of an increase in average total loans of $425.3 million, or 16.9%, which is our primary earning asset and the Bank’s core business, an increase of $24.9 million, or 12.2%, in average investment securities balances and an increase of 49 basis points in yield on investment securities available-for-sale, partially offset by a decrease of four basis points in yield on our loans. The most significant factors driving the yield on our loan portfolio has been our shift toward lower-risk assets, notably the marketable-securities-backed private banking loan portfolio that the Bank has made its fastest growing channel, which was partially offset by the effect on our floating-rate loans due to the Federal Reserve’s increase in the target federal funds rate in December 2015. The overall yield on interest-earning assets increasedtwo basis points to 2.94% for the nine months ended September 30, 2016, as compared to 2.92% for the same period in 2015.

Interest expense on interest-bearing liabilities of $16.8 million, for the nine months ended September 30, 2016, increased$5.4 million, or 48.1%, from the same period in 2015, as a result of an increase of $454.2 million, or 18.4%, in average interest-bearing liabilities for the nine months ended September 30, 2016, coupled with an increase of 16 basis points in the average rate paid on our average interest-

53

bearing liabilities compared to the same period in 2015. The increase in average rate paid was reflective of increases in rates paid in all deposit categories and FHLB borrowings. The increase in average interest-bearing liabilities was driven primarily by an increase of $270.8 million in average money market deposit accounts, and an increase of $56.6 million in average interest-bearing checking accounts and an increase of $140.4 million, in average FHLB borrowings.

The following table analyzes the dollar amount of the change in interest income and interest expense with respect to the primary components of interest-earning assets and interest-bearing liabilities. The table shows the amount of the change in interest income or interest expense caused by either changes in outstanding balances or changes in interest rates for the nine months ended September 30, 2016 and 2015. The effect of a change in balances is measured by applying the average rate during the first period to the balance (“volume”) change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period.

	Nine Months Ended September 30,
	2016 over 2015
(Dollars in thousands)	Yield/Rate			Volume			Change(1)
Increase (decrease) in:
Interest income:
Interest-earning deposits	$	138		$	7		$	145
Federal funds sold	12			—			12
Investment securities available-for-sale	643			194			837
Investment securities held-to-maturity	25			194			219
FHLB stock	(206		)	238			32
Total loans	(842		)	10,018			9,176
Total increase (decrease) in interest income	(230		)	10,651			10,421
Interest expense:
Interest-bearing deposits:
Interest-bearing checking accounts	33			190			223
Money market deposit accounts	2,815			953			3,768
Certificates of deposit	672			(77		)	595
Borrowings:
FHLB borrowing	243			620			863
Subordinated notes payable, net	(12		)	12			—
Total increase in interest expense	3,751			1,698			5,449
Total increase (decrease) in net interest income	$	(3,981	)	$	8,953		$	4,972

⁽¹⁾ The change in interest income and expense due to change in composition and applicable yields and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Provision for Loan Losses

The provision for loan losses represents our determination of the amount necessary to be charged against the current period’s earnings to maintain the allowance for loan losses at a level that is considered adequate in relation to the estimated losses inherent in the loan portfolio. For additional information regarding our allowance for loan losses, see “Allowance for Loan Losses.”

Credit to Provision for Loan Losses for the Three Months Ended September 30, 2016 and 2015. We recorded a credit to provision for loan losses of $542,000 for the three months ended September 30, 2016, compared to a credit to provision of $1.3 million for the three months ended September 30, 2015. The credit to provision for loan losses for the three months ended September 30, 2016, was comprised of recoveries of $3.5 million and a net decrease in general reserves of $1.0 million on lower volume of non-pass rated commercial and industrial loans, partially offset by a net increase of $3.7 million in specific reserves on two commercial and industrial non-performing loans. The credit to provision for the three months ended September 30, 2015, was largely driven by a $1.1 million reserve reversal from payoffs on two substandard-rated credits and one recovery of $433,000 all on commercial and industrial loans.

Credit to Provision for Loan Losses for the Nine Months Ended September 30, 2016 and 2015. We recorded a credit to provision for loan losses of $340,000 for the nine months ended September 30, 2016, compared to a credit to provision of $231,000 for the nine months ended September 30, 2015. The credit to provision for loan losses for the nine months ended September 30, 2016, was comprised of recoveries of $4.1 million, a net decrease in general reserves of $1.1 million on lower volume of non-pass rated commercial and industrial loans, and a decrease of $197,000 of specific reserves on private banking non-performing loans related to paydowns partially offset by

54

a net increase of $5.1 million in specific reserves on three commercial and industrial non-performing loans, of which $1.5 million was charged-off. The credit to provision for the nine months ended September 30, 2015, was comprised of a net decrease of $1.9 million in general reserves on commercial and industrial loans as described above and recoveries of $794,000, offset by increased specific reserves of $2.2 million on commercial and industrial non-performing loans, of which $1.5 million was charged-off.

Non-Interest Income

Non-interest income is an important component of our revenue and it is comprised primarily of investment management fees for Chartwell coupled with fees generated from loan and deposit relationships with our Bank customers, including swap transactions. In addition, from time to time as opportunities arise, we sell portions of our investment securities available-for-sale portfolio or securities may be called within our investment securities available-for-sale or held-to-maturity portfolios. Gains or losses experienced on these sales or calls are less predictable than many of the other components of our non-interest income because the amount of realized gains or losses is impacted by a number of factors, including the nature of the security sold or called, the purpose of the sale, the interest rate environment and other market conditions. The information provided under the caption “Parent and Other” represents general operating expenses of the Company not considered to be a reportable segment, which includes the parent company activity as well as eliminations and adjustments that are necessary for purposes of reconciliation to the consolidated amounts.

The following table presents the components of our non-interest income by operating segment for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016									Three Months Ended September 30, 2015
			Investment		Parent							Investment			Parent
(Dollars in thousands)	Bank		Management		and Other			Consolidated		Bank		Management			and Other			Consolidated
Investment management fees	$	—	$	10,391	$	(58	)	$	10,333	$	—	$	7,074		$	(54	)	$	7,020
Service charges	134		—		—			134		148		—			—			148
Net gain on the sale and call of investment securities	14		—		—			14		—		—			—			—
Swap fees	977		—		—			977		297		—			—			297
Commitment and other fees	488		—		—			488		487		—			—			487
Other income (1)	550		1		—			551		70		(7		)	—			63
Total non-interest income	$	2,163	$	10,392	$	(58	)	$	12,497	$	1,002	$	7,067		$	(54	)	$	8,015

⁽¹⁾  Other income includes such items as income from BOLI, change in fair value on swaps, gain on the sale of OREO and other general operating income.

Non-Interest Income for the Three Months Ended September 30, 2016 and 2015. Our non-interest income was $12.5 million for the three months ended September 30, 2016, an increase of $4.5 million, or 55.9%, from $8.0 million for the same period in 2015, primarily related to increases in investment management fees, swap fees and other income.

Bank Segment:

• Swap fees increased$680,000 for the three months ended September 30, 2016, as compared to the same period in 2015, driven by fluctuations in customer demand for long-term interest rate protection. The level and frequency of income associated with swap transactions can vary materially from period to period, based on clients’ expectations of market conditions.

• Other income increased$480,000 for the three months ended September 30, 2016, as compared to the same period in 2015, primarily due to an increase of $456,000 in the fair values of our swaps.

Investment Management Segment:

• Investment management fees increased$3.3 million for the three months ended September 30, 2016, compared to the same period in 2015, driven primarily by $2.8 million of revenue provided by the additional three months of TKG’s operations, which was acquired at the end of April 2016, and $549,000 increase in Chartwell’s revenue. Assets under management of $10.80 billion as of September 30, 2016, increased $3.18 billion from September 30, 2015, primarily due to the TKG acquisition.

55

The following table presents the components of our non-interest income by operating segment for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30, 2016									Nine Months Ended September 30, 2015
			Investment		Parent							Investment			Parent
(Dollars in thousands)	Bank		Management		and Other			Consolidated		Bank		Management			and Other			Consolidated
Investment management fees	$	—	$	26,981	$	(167	)	$	26,814	$	—	$	22,332		$	(143	)	$	22,189
Service charges	393		—		—			393		487		—			—			487
Net gain on the sale and call of investment securities	77		—		—			77		17		—			—			17
Swap fees	3,422		—		—			3,422		1,311		—			—			1,311
Commitment and other fees	1,497		—		—			1,497		1,487		—			—			1,487
Other income (1)	654		2		—			656		957		(6		)	—			951
Total non-interest income	$	6,043	$	26,983	$	(167	)	$	32,859	$	4,259	$	22,326		$	(143	)	$	26,442

⁽¹⁾ Other income includes such items as income from BOLI, change in fair value on swaps, gain on the sale of OREO and other general operating income.

Non-Interest Income for the Nine Months Ended September 30, 2016 and 2015. Our non-interest income was $32.9 million for the nine months ended September 30, 2016, an increase of $6.4 million, or 24.3%, from $26.4 million for the same period in 2015, primarily related to increases in investment management fees and swap fees, partially offset by lower other income.

Bank Segment:

• Swap fees increased$2.1 million for the nine months ended September 30, 2016, as compared to the same period in 2015, driven by fluctuations in customer demand for long-term interest rate protection. The level and frequency of income associated with swap transactions can vary materially from period to period, based on clients’ expectations of market conditions.

• Other income decreased$303,000 for the nine months ended September 30, 2016, as compared to the same period in 2015, primarily due to a decrease of $406,000 in the fair values of our swaps, partially offset by an increase of $80,000 in BOLI income.

Investment Management Segment:

• Investment management fees increased$4.6 million for the nine months ended September 30, 2016, as compared to the same period in 2015, driven primarily by the additional five months of revenue provided by the operations of TKG, which was acquired at the end of April 2016. Assets under management of $10.80 billion as of September 30, 2016, increased $3.18 billion from September 30, 2015, primarily due to the TKG acquisition.

Non-Interest Expense

Our non-interest expense represents the operating cost of maintaining and growing our business. The largest portion of non-interest expense for each segment is compensation and employee benefits, which include employee payroll expense as well as the cost of incentive compensation, benefit plans, health insurance and payroll taxes, all of which are impacted by the growth in our employee base, coupled with increases in the level of compensation and benefits of our existing employees. The information provided under the caption “Parent and Other” represents general operating expenses of the Company not considered to be a reportable segment, which includes the parent company activity as well as eliminations and adjustments that are necessary for purposes of reconciliation to the consolidated amounts.

56

The following table presents the components of our non-interest expense by operating segment for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016											Three Months Ended September 30, 2015
			Investment			Parent								Investment		Parent
(Dollars in thousands)	Bank		Management			and Other			Consolidated			Bank		Management		and Other			Consolidated
Compensation and employee benefits	$	8,075	$	6,589		$	—		$	14,664		$	7,616	$	3,897	$	—		$	11,513
Premises and occupancy costs	1,025		260			—			1,285			973		200		—			1,173
Professional fees	566		176			(49		)	693			728		156		(55		)	829
FDIC insurance expense	933		—			—			933			461		—		—			461
General insurance expense	188		70			—			258			178		42		—			220
State capital shares tax	329		—			—			329			310		—		—			310
Travel and entertainment expense	495		223			—			718			498		213		—			711
Data processing expense	297		—			—			297			275		—		—			275
Intangible amortization expense	—		463			—			463			—		390		—			390
Change in fair value of acquisition earnout	—		(1,209		)	—			(1,209		)	—		—		—			—
Other operating expenses (1)	1,319		691			73			2,083			976		428		15			1,419
Total non-interest expense	$	13,227	$	7,263		$	24		$	20,514		$	12,015	$	5,326	$	(40	)	$	17,301
Full-time equivalent employees (2)	150		66			—			216			141		53		—			194

⁽¹⁾  Other operating expenses includes such items as organizational dues and subscriptions, charitable contributions, telephone, marketing, employee-related expenses and other general operating expenses.

⁽²⁾  Full-time equivalent employees shown are as of the end of the periods presented.

Non-Interest Expense for the Three Months Ended September 30, 2016 and 2015. Our non-interest expense for the three months ended September 30, 2016, increased$3.2 million, or 18.6%, as compared to the same period in 2015, of which $1.2 million relates to the increase in expenses of the Bank segment and $1.9 million relates to the increase in expenses of the Investment Management segment. The significant changes in each segment’s expenses are described below.

Bank Segment:

• The Bank’s compensation and employee benefits costs for the three months ended September 30, 2016, increased by $459,000, compared to the same period in 2015, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and increases in incentive and stock-based compensation expenses.

• FDIC insurance expense for the three months ended September 30, 2016, increased by $472,000, compared to the same period in 2015, due to the increase in assets and to the change in the FDIC assessment methodology effective for the third quarter of 2016.

• Other operating expenses for the three months ended September 30, 2016, increased by $343,000, compared to the same period in 2015, primarily due to higher marketing costs of $146,000 and higher provision for unfunded commitments of $167,000.

Investment Management Segment:

• There was a decrease to the fair value of the TKG acquisition earnout of $1.2 million for the three months ended September 30, 2016, based on management’s current estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016.

• Excluding the earnout adjustment, Chartwell’s non-interest expenses for the three months ended September 30, 2016, increased by $3.1 million, compared to the same period in 2015, primarily due to $1.9 million forthree additional months of expenses contributed by the operations of TKG, which was acquired at the end of April 2016. In addition, Chartwell’s compensation expenses were higher by $1.2 million for the three months ended September 30, 2016, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and an increase in stock-based compensation expense.

57

The following table presents the components of our non-interest expense by operating segment for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30, 2016											Nine Months Ended September 30, 2015
			Investment			Parent								Investment		Parent
(Dollars in thousands)	Bank		Management			and Other			Consolidated			Bank		Management		and Other			Consolidated
Compensation and employee benefits	$	23,145	$	16,259		$	—		$	39,404		$	21,464	$	13,067	$	—		$	34,531
Premises and occupancy costs	2,896		687			—			3,583			2,862		577		—			3,439
Professional fees	2,156		473			(146		)	2,483			2,406		331		(147		)	2,590
FDIC insurance expense	2,023		—			—			2,023			1,474		—		—			1,474
General insurance expense	547		221			—			768			674		153		—			827
State capital shares tax	986		—			—			986			892		—		—			892
Travel and entertainment expense	1,551		589			—			2,140			1,318		555		—			1,873
Data processing expense	874		—			—			874			805		—		—			805
Intangible amortization expense	—		1,291			—			1,291			—		1,169		—			1,169
Change in fair value of acquisition earnout	—		(1,209		)	—			(1,209		)	—		—		—			—
Other operating expenses (1)	3,671		1,757			206			5,634			3,063		1,248		74			4,385
Total non-interest expense	$	37,849	$	20,068		$	60		$	57,977		$	34,958	$	17,100	$	(73	)	$	51,985

⁽¹⁾  Other operating expenses includes such items as organizational dues and subscriptions, charitable contributions, telephone, marketing, employee-related expenses and other general operating expenses.

Non-Interest Expense for the Nine Months Ended September 30, 2016 and 2015. Our non-interest expense for the nine months ended September 30, 2016, increased$6.0 million, or 11.5%, as compared to the same period in 2015, of which $2.9 million relates to the increase in expenses of the Bank segment and $3.0 million relates to the increase in expenses of the Investment Management segment. The significant changes in each segment’s expenses are described below.

Bank Segment:

• The Bank’s compensation and employee benefits costs for the nine months ended September 30, 2016, increased by $1.7 million, compared to the same period in 2015, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and increases in incentive and stock-based compensation expenses.

• FDIC insurance expense for the nine months ended September 30, 2016, increased by $549,000, compared to the same period in 2015, due to the increase in assets and to the change in the FDIC assessment methodology effective for the third quarter of 2016.

• Travel and entertainment expenses for the nine months ended September 30, 2016, increased by $233,000 compared to the same period in 2015, primarily due to higher officer and relationship manager business development activity.

• Other operating expenses for the nine months ended September 30, 2016, increased by $608,000, compared to the same period in 2015, primarily due to higher costs related to servicing the volume of our private banking margin loans of $303,000, higher marketing costs of $157,000 and higher provision for unfunded commitments of $116,000.

Investment Management Segment:

• There was a decrease to the fair value of the TKG acquisition earnout of $1.2 million for the nine months ended September 30, 2016, based on management’s current estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016.

• Excluding the earnout adjustment, Chartwell’s non-interest expenses for the nine months ended September 30, 2016, increased by $4.2 million, compared to the same period in 2015, primarily due to $3.2 million of five months of additional expenses contributed by the operations of TKG, which was acquired at the end of April 2016. In addition, Chartwell’s compensation expenses were higher by $716,000 for the three months ended September 30, 2016, primarily due to an increase in the number of full-time equivalent employees, increases in the overall annual wage and benefits costs of our existing employees, and an increase in stock-based compensation expense.

58

Income Taxes

We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate whether it is more likely than not that we will be able to realize the benefit of identified deferred tax assets.

Income Taxes for the Three Months Ended September 30, 2016 and 2015. For the three months ended September 30, 2016, we recognized income tax expense of $2.8 million, or 24.7% of income before tax, as compared to income tax expense of $2.9 million, or 32.5% of income before tax, for the same period in 2015. Our effective tax rate of 24.7% for the three months ended September 30, 2016, decreased as compared to the prior year due to a higher level of investment tax credits recognized in 2016 versus 2015.

Income Taxes for the Nine Months Ended September 30, 2016 and 2015. For the nine months ended September 30, 2016, we recognized income tax expense of $9.5 million, or 31.0% of income before tax, as compared to income tax expense of $8.1 million, or 32.5% of income before tax, for the same period in 2015. Our effective tax rate of 31.0% for the nine months ended September 30, 2016, decreased as compared to the prior year due to a higher level of investment tax credits recognized in 2016 versus 2015.

Financial Condition

Our total assets as of September 30, 2016, were $3.72 billion, which was an increase of $413.3 million, or 16.7% on an annualized basis, from December 31, 2015, driven primarily by growth in our loan portfolio. As of September 30, 2016, our loan portfolio of $3.17 billion, increased$333.4 million, or 15.7% annualized, from December 31, 2015. Total investment securities increased$17.9 million, or 10.6% annualized, to $243.3 million, as of September 30, 2016, from December 31, 2015, primarily as a result of purchases of investment grade corporate bonds and non-agency collateralized loan obligations. Cash and cash equivalents increased$24.1 million, to $120.7 million, as of September 30, 2016, from December 31, 2015. As of September 30, 2016, our total deposits of $3.09 billionincreased$397.4 million, or 19.7% annualized, from December 31, 2015, primarily to fund loan growth. Net borrowings decreased$14.8 million, to $239.5 million, as of September 30, 2016, from December 31, 2015. Our shareholders’ equity increased$17.2 million to $343.1 million as of September 30, 2016, from December 31, 2015. This increase was primarily the result of $21.1 million in net income and the impact of $2.7 million in stock-based compensation, partially offset by the cancellation of stock options of $5.2 million and the purchase of $4.3 million in treasury stock.

Loans

The Bank’s primary source of income is interest on loans. Our loan portfolio primarily consists of loans to our private banking clients, commercial and industrial loans, and real estate loans secured by commercial properties. The loan portfolio represents our largest earning asset. As of September 30, 2016, 87.2% of our loans have a floating rate.

The following table presents the composition of our loan portfolio as of the dates indicated:

	September 30, 2016				December 31, 2015
(Dollars in thousands)	Outstanding		Percent of Loans		Outstanding		Percent of Loans
Private banking loans	$	1,587,019	50.0	%	$	1,344,864	47.3	%
Middle-market banking loans:
Commercial and industrial	565,702		17.8	%	634,232		22.4	%
Commercial real estate	1,021,932		32.2	%	862,188		30.3	%
Total middle-market banking loans	1,587,634		50.0	%	1,496,420		52.7	%
Loans held-for-investment	$	3,174,653	100.0	%	$	2,841,284	100.0	%

Loans Held-for-Investment. Loans held-for-investment increased by $333.4 million, or 15.7% on an annualized basis, to $3.17 billion as of September 30, 2016, as compared to December 31, 2015. Our growth for the nine months ended September 30, 2016, was comprised of an increase in private banking loans of $242.2 million, or 24.1% annualized, a decrease in commercial and industrial loans of $68.5 million, or 14.4% annualized, and an increase in commercial real estate loans of $159.7 million, or 24.7% annualized.

59

Primary Loan Categories

Private Banking Loans. Our private banking loans include personal and commercial loans that are sourced through our private banking channel of financial intermediaries, which operates on a national basis. These loans primarily consist of loans made to high-net-worth individuals, trusts and businesses that may be secured by cash, marketable securities, residential property or other financial assets. The primary source of repayment for these loans is the income and assets of the borrower.We also have a limited number of unsecured loans and lines of credit in our private banking loan portfolio.

As of September 30, 2016, there was $1.44 billion, or 90.5%, of private banking loans that were secured by cash and marketable securities as compared to $1.18 billion, or 87.8%, as of December 31, 2015. Our private banking lines of credit are typically due on demand. The growth in loans secured by cash and marketable securities is expected to continue as a result of our strategy to focus on this portion of our private banking business as we believe these loans tend to have a lower risk profile and are typically zero risk-weighted for regulatory capital purposes. On a daily basis, we monitor the collateral of these margin loans secured by cash and marketable securities, which further reduces the risk profile of the private banking portfolio. Since inception, we have had no charge-offs related to our loans secured by cash and marketable securities.

Loans sourced through our private banking channel also include loans for commercial and business purposes, a majority of which are secured by cash and marketable securities. The table below includes all loans made through our private banking channel, by collateral type, as of the dates indicated.

(Dollars in thousands)	September 30, 2016		December 31, 2015
Private banking loans:
Secured by cash and marketable securities	$	1,436,967	$	1,180,717
Secured by real estate	112,949		134,785
Other	37,103		29,362
Total private banking loans	$	1,587,019	$	1,344,864

Middle-Market Banking - Commercial and Industrial Loans. Our commercial and industrial loan portfolio primarily includes loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory, equipment financing, acquisitions and recapitalizations. Cash flow from the borrower’s operations is the primary source of repayment for these loans, except for certain commercial loans that are secured by cash and marketable securities.

Middle-Market Banking - Commercial Real Estate Loans. Our commercial real estate loan portfolio includes loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes including office, retail, industrial, multifamily and hospitality. Also included are commercial construction loans to finance the construction or renovation of structures as well as to finance the acquisition and development of raw land for various purposes. Individual project cash flows, global cash flows and liquidity from the developer, or the sale of the property are the primary sources of repayment for these loans.

As of September 30, 2016, there were $832.3 million of total commercial real estate loans with a floating rate and $189.6 million with a fixed rate, as compared to $650.0 million and $212.2 million, respectively, as of December 31, 2015.

60

Loan Maturities and Interest Rate Sensitivity

The following table presents the contractual maturity ranges and the amount of such loans with fixed and adjustable rates in each maturity range as of the date indicated.

	September 30, 2016
(Dollars in thousands)	One Year or Less		One to Five Years		Greater Than Five Years		Total
Loan maturity:
Private banking	$	1,461,114	$	83,198	$	42,707	$	1,587,019
Commercial and industrial	139,468		361,016		65,218		565,702
Commercial real estate	177,094		507,632		337,206		1,021,932
Loans held-for-investment	$	1,777,676	$	951,846	$	445,131	$	3,174,653
Interest rate sensitivity:
Fixed interest rates	$	107,754	$	174,702	$	124,376	$	406,832
Floating or adjustable interest rates	1,669,922		777,144		320,755		2,767,821
Loans held-for-investment	$	1,777,676	$	951,846	$	445,131	$	3,174,653

Interest Reserve Loans

As of September 30, 2016, loans with interest reserves totaled $145.5 million, which represented 4.6% of loans held-for-investment, as compared to $117.4 million, or 4.1%, as of December 31, 2015. Certain loans reserve a portion of the proceeds to be used to pay interest due on the loan. These loans with interest reserves are common for construction and land development loans. The use of interest reserves is based on the feasibility of the project, the creditworthiness of the borrower and guarantors, and the loan to value coverage of the collateral. The interest reserve may be used by the borrower, when certain financial conditions are met, to draw loan funds to pay interest charges on the outstanding balance of the loan. When drawn, the interest is capitalized and added to the loan balance, subject to conditions specified during the initial underwriting and at the time the credit is approved. We have effective and ongoing procedures and controls for monitoring compliance with loan covenants, for advancing funds and determining default conditions. In addition, most of our construction lending is performed within our geographic footprint and our lenders are familiar with trends in the local real estate market.

Allowance for Loan Losses

Our allowance for loan losses represents our estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off or when the credit history of any of the three loan portfolios improves. Management evaluates the adequacy of the allowance quarterly. This evaluation is subjective and requires material estimates that may change over time. In addition, management evaluates the allowance for loan losses overall methodology and estimates used in the calculation on an annual basis.

The components of the allowance for loan losses represent estimates based upon ASC Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial and consumer loans that are individually evaluated for impairment.

Under ASC Topic 310, a loan is impaired, based upon current information and events, in management’s opinion, when it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest, or if a loan is designated as a TDR. Management performs individual assessments of impaired loans to determine the existence of loss exposure based upon a discounted cash flows method or where a loan is collateral dependent, based upon the fair value of the collateral less estimated selling costs.

In estimating probable loan loss under ASC Topic 450 we consider numerous factors, including historical charge-offs and subsequent recoveries. We also consider, but are not limited to, qualitative factors that influence our credit quality, such as delinquency and non-performing loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, we consider the impact of changes in current local and regional economic conditions in the markets that we serve. Assessment of relevant economic factors indicates that some of our primary markets historically tend to lag the national economy, with local economies in those primary markets also improving or weakening, as the case may be, but at a more measured rate than the national trends.

61

We base the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is based on the inherent risk identified within each of the Company’s three loan portfolios based on the historical loss experience of each loan portfolio and the loss emergence period. Management has developed a methodology that is applied to each of our three primary loan portfolios, consisting of commercial and industrial, commercial real estate and private banking. As the loan loss history, mix and risk rating of each loan portfolio change, the primary factor adjusts accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each loan portfolio. The secondary factor is intended to capture risks related to events and circumstances that management believes have an impact on the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage that drives the secondary factor. We have identified nine risk factors and each risk factor is assigned a reserve level, based on management’s judgment, as to the probable impact on each loan portfolio and is monitored on a quarterly basis. As the trend in each risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio. Potential problem loans are identified and monitored through frequent, formal review processes. Updates are presented to our board of directors as to the status of loan quality at least quarterly.

The following table summarizes the allowance for loan losses, as of the dates indicated:

(Dollars in thousands)	September 30, 2016			December 31, 2015
General reserves	$	12,304		$	13,429
Specific reserves	7,907			4,545
Total allowance for loan losses	$	20,211		$	17,974
Allowance for loan losses to loans	0.64		%	0.63		%

As of September 30, 2016, we had specific reserves totaling $7.9 million related to four commercial and industrial loans and two unsecured private banking loans, with an aggregated total outstanding balance of $20.7 million. All of these loans were on non-accrual status as of September 30, 2016.

As of December 31, 2015, we had specific reserves totaling $4.5 million related to three commercial and industrial loans and two unsecured private banking loans, with an aggregated total outstanding balance of $12.5 million. All of these loans were on non-accrual status as of December 31, 2015.

The following table summarizes allowance for loan losses by loan category and percentage of loans, as of the dates indicated:

	September 30, 2016						December 31, 2015
(Dollars in thousands)	Reserve		Percent of Reserve		Percent of Loans		Reserve		Percent of Reserve		Percent of Loans
Commercial and industrial	$	13,516	66.9	%	17.8	%	$	11,064	61.6	%	22.4	%
Commercial real estate	5,108		25.3	%	32.2	%	5,344		29.7	%	30.3	%
Private banking	1,587		7.8	%	50.0	%	1,566		8.7	%	47.3	%
Total allowance for loan losses	$	20,211	100.0	%	100.0	%	$	17,974	100.0	%	100.0	%

Allowance for Loan Losses as of September 30, 2016 and December 31, 2015. Our allowance for loan losses increased to $20.2 million, or 0.64% of loans, as of September 30, 2016, as compared to $18.0 million, or 0.63% of loans, as of December 31, 2015. Our allowance for loan losses related to commercial and industrial loans increased$2.5 million to $13.5 million as of September 30, 2016, as compared to $11.1 million as of December 31, 2015, which was attributable to a net increase of specific reserves of $3.6 million on non-performing loans partially offset by overall decreases in the commercial and industrial loan balances. Our allowance for loan losses related to commercial real estate loans decreased by $236,000 to $5.1 million as of September 30, 2016, as compared to $5.3 million as of December 31, 2015, primarily due to the overall strong credit quality of this portfolio partially offset by loan growth. Our allowance for loan losses related to private banking loans increased$21,000 to $1.6 million as of September 30, 2016, fromDecember 31, 2015, which was attributable to growth in this portfolio offset by lower specific reserves related to paydowns on non-performing loans.

Net Charge-Offs / Recoveries

Our charge-off policy for commercial and private banking loans requires that loans and other obligations that are not collectible be promptly charged off in the month the loss becomes probable, regardless of the delinquency status of the loan. We recognize a partial charge-off when we have determined that the value of the collateral is less than the remaining ledger balance at the time of the evaluation. A loan or obligation is not required to be charged off, regardless of delinquency status, if (1) we have determined there exists sufficient

62

collateral to protect the remaining loan balance and (2) there exists a strategy to liquidate the collateral. We may also consider a number of other factors to determine when a charge-off is appropriate, including: the status of a bankruptcy proceeding; the value of collateral and probability of successful liquidation; and the status of adverse proceedings or litigation that may result in collection.

The following table provides an analysis of the allowance for loan losses and net charge-offs/recoveries for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2016			2015			2016			2015
Beginning balance	$	17,215		$	21,407		$	17,974		$	20,273
Charge-offs:
Commercial and industrial	—			(1,486		)	(1,542		)	(1,486		)
Commercial real estate	—			—			—			—
Private banking	—			—			—			—
Total charge-offs	—			(1,486		)	(1,542		)	(1,486		)
Recoveries:
Commercial and industrial	127			770			708			781
Commercial real estate	3,411			—			3,411			—
Private banking	—			—			—			13
Total recoveries	3,538			770			4,119			794
Net recoveries (charge-offs)	3,538			(716		)	2,577			(692		)
Provision (credit) for loan losses	(542		)	(1,341		)	(340		)	(231		)
Ending balance	$	20,211		$	19,350		$	20,211		$	19,350
Net loan charge-offs (recoveries) to average total loans, annualized	(0.46		)%	0.11		%	(0.12		)%	0.04		%
Provision (credit) for loan losses to average total loans, annualized	(0.07		)%	(0.20		)%	(0.02		)%	(0.01		)%

Net Recoveries for the Three Months Ended September 30, 2016. Our net loan recoveries of $3.5 million, or 0.46% of average loans on an annualized basis, for the three months ended September 30, 2016, were related to a recovery of $3.4 million on one commercial real estate loan and $127,000 in recoveries on three commercial and industrial loans.

Net Charge-Offs for the Three Months Ended September 30, 2015. Our net loan charge-offs of $716,000, or 0.11% of average loans on an annualized basis, for the three months ended September 30, 2015, were related to a charge-off of $1.5 million on one commercial and industrial loan, which was previously reserved, and $770,000 in recoveries on two commercial and industrial loans.

Net Recoveries for the Nine Months Ended September 30, 2016. Our net loan recoveries of $2.6 million, or 0.12% of average loans on an annualized basis, for the nine months ended September 30, 2016, were related to a charge-off of $1.5 million on one commercial and industrial loan, of which $1.3 million was previously reserved, a recovery of $3.4 million on one commercial real estate loan and $708,000 in recoveries on six commercial and industrial loans.

Net Charge-Offs for the Nine Months Ended September 30, 2015. Our net loan charge-offs of $692,000, or 0.04% of average loans on an annualized basis, for the nine months ended September 30, 2015, were related to a charge-off of $1.5 million on one commercial and industrial loan, recoveries of $781,000 on four commercial and industrial loans and a recovery of $13,000 on one private banking loan.

Non-Performing Assets

Non-performing assets consist of non-performing loans and other real estate owned. Non-performing loans are loans that are on non-accrual status. OREO is real property acquired through foreclosure on the collateral underlying defaulted loans and includes in-substance foreclosures. We record OREO at fair value, less estimated costs to sell the assets.

Our policy is to place loans in all categories on non-accrual status when collection of interest or principal is doubtful, or when interest or principal payments are 90 days or more past due. There were no loans 90 days or more past due and still accruing interest as of September 30, 2016 and December 31, 2015, and there was no interest income recognized on these loans, while on non-accrual status, for the nine months ended September 30, 2016 and 2015. As of September 30, 2016, non-performing loans were $20.7 million, or 0.65% of total loans, compared to $16.7 million, or 0.59% of total loans, as of December 31, 2015. We had specific reserves of $7.9 million and $4.5 million as of September 30, 2016 and December 31, 2015, respectively, on these non-performing loans. The net loan balance of our non-performing loans was 47.7% and 38.0% of the original loan balance after payments, charge-offs and specific reserves as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, five of the six non-performing loans are paying as agreed.

63

For additional information on our non-performing loans for September 30, 2016 and December 31, 2015, refer to Note 5, Allowance for Loan Losses, to our consolidated financial statements.

Once the determination is made that a foreclosure is necessary, the loan is reclassified as “in-substance foreclosure” until a sale date and title to the property is finalized. Once we own the property, it is maintained, marketed, rented and sold to repay the original loan. Historically, foreclosure trends in our loan portfolio have been low due to the seasoning of our portfolio. Any loans that are modified or extended are reviewed for potential classification as a TDR loan. For borrowers that are experiencing financial difficulty, we complete a process that outlines the terms of the modification, the reasons for the proposed modification and documents the current status of the borrower.

We had non-performing assets of $25.0 million, or 0.67% of total assets, as of September 30, 2016, as compared to $18.4 million, or 0.56% of total assets, as of December 31, 2015. The increase in non-performing assets was primarily the result of additions of $11.8 million on two non-performing loan and transfers of collateral to OREO, partially offset by $5.3 million in reductions on non-performing loans and a sale of OREO during the nine months ended September 30, 2016. This increase was considered within the assessment of the determination of the allowance for loan losses. As of September 30, 2016, we had eight OREO properties totaling $4.3 million and three OREO properties totaling $1.7 million as of December 31, 2015.

The following table summarizes our non-performing assets as of the dates indicated:

(Dollars in thousands)	September 30, 2016			December 31, 2015
Non-performing loans:
Commercial and industrial	$	20,169		$	11,800
Commercial real estate	—			2,912
Private banking	548			1,948
Total non-performing loans	$	20,717		$	16,660
Other real estate owned	4,268			1,730
Total non-performing assets	$	24,985		$	18,390
Non-performing troubled debt restructured loans (1)	$	16,209		$	12,894
Performing troubled debt restructured loans	$	489		$	510
Non-performing loans to total loans	0.65		%	0.59		%
Allowance for loan losses to non-performing loans	97.56		%	107.89		%
Non-performing assets to total assets	0.67		%	0.56		%

⁽¹⁾  Included in total non-performing loans.

Potential Problem Loans

Potential problem loans are those loans that are not categorized as non-performing loans, but where current information indicates that the borrower may not be able to comply with repayment terms. Among other factors, we monitor past due status as an indicator of credit deterioration and potential problem loans. A loan is considered past due when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. To the extent that loans become past due, we assess the potential for loss on such loans as we would with other problem loans and consider the effect of any potential loss in determining any provision for probable loan losses. We also assess alternatives to maximize collection of any past due loans, including and without limitation, restructuring loan terms, requiring additional loan guarantee(s) or collateral, or other planned action.

For additional information on the age analysis of past due loans segregated by class of loan for September 30, 2016 and December 31, 2015, refer to Note 5, Allowance for Loan Losses, to our unaudited condensed consolidated financial statements.

On a monthly basis, we monitor various credit quality indicators for our loan portfolio, including delinquency, non-performing status, changes in risk ratings, changes in the underlying performance of the borrowers and other relevant factors.

We also monitor the loan portfolio through an internal risk rating system on a periodic basis. Loan risk ratings are assigned based upon the creditworthiness of the borrower. Loan risk ratings are reviewed on an ongoing basis according to internal policies. Loans within the pass rating are viewed to have a lower risk of loss than loans that are risk rated as special mention, substandard and doubtful, which are viewed to have an increasing risk of loss. Our internal risk ratings are consistent with regulatory guidance.

64

For additional information on the definitions of our internal risk rating and the recorded investment in loans by credit quality indicator for September 30, 2016 and December 31, 2015, refer to Note 5, Allowance for Loan Losses, to our unaudited condensed consolidated financial statements.

Investment Securities

We utilize investment activities to enhance net interest income while supporting interest rate risk management and liquidity management. Our securities portfolio consists of available-for-sale securities, held-to-maturity securities and from time to time, securities held for trading purposes. Also included in our investment securities is Federal Home Loan Bank Stock. For additional information on FHLB stock, refer to Note 3, Investment Securities. Securities purchased with the intent to sell under trading activity are recorded at fair value and changes to fair value are recognized in the consolidated statement of income. Securities categorized as available-for-sale are recorded at fair value and changes in the fair value of these securities are recognized as a component of total shareholders’ equity, within accumulated other comprehensive income (loss), net of deferred taxes. Securities categorized as held-to-maturity are debt securities that the Company intends to hold until maturity and are recorded at amortized cost.

On a quarterly basis, we determine the fair market value of our investment securities based on information provided by external sources. In addition, on a quarterly basis, we conduct an internal evaluation of changes in the fair market value of our investment securities to gain a level of comfort with the market value information received from the external sources.

Securities, like loans, are subject to interest rate and credit risk. In addition, by their nature, securities classified as available-for-sale are also subject to fair value risks that could negatively affect the level of liquidity available to us, as well as shareholders’ equity. The Bank has engaged Chartwell to provide securities portfolio advisory services, subject to the investment parameters set forth in our investment policy.

As of September 30, 2016 and December 31, 2015, we reported securities in available-for-sale and held-to-maturity categories. In general, fair value is based upon quoted market prices of identical assets, when available. Where sufficient data is not available to produce a fair valuation, fair value is based on broker quotes for similar assets. Quarterly, we validate the prices received from these third parties by comparing them to prices provided by a different independent pricing service. We have also reviewed the valuation methodologies provided to us by our pricing services. Broker quotes may be adjusted to ensure that financial instruments are recorded at fair value. Adjustments may include unobservable parameters, among other things.

We perform a quarterly review of our investment securities to identify those that may indicate other-than-temporary impairment. Our policy for OTTI is based upon a number of factors, including but not limited to, the length of time and extent to which the estimated fair value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the investment security’s ability to recover any decline in its estimated fair value and whether we intend to sell the investment security or if it is more likely than not that we will be required to sell the investment security prior to its recovery. If the financial markets experience deterioration, charges to income could occur in future periods as a result of OTTI determinations.

Our available-for-sale securities portfolio consists of U.S. government agency obligations, mortgage-backed securities, collateralized loan obligations, corporate bonds, single-issuer trust preferred securities, all with varying contractual maturities, and certain equity securities. Our held-to-maturity portfolio consists of certain municipal bonds and corporate bonds while our trading portfolio, when active, typically consists of U.S. Treasury Notes, also with varying contractual maturities. However, these maturities do not necessarily represent the expected life of the securities as the securities may be called or paid down without penalty prior to their stated maturities. The effective duration of our securities portfolio as of September 30, 2016, was approximately 1.5, where duration is defined as the approximate percentage change in price for a 100 basis point change in rates. No investment in any of these securities exceeds any applicable limitation imposed by law or regulation. Our Asset/Liability Management Committee (“ALCO”) reviews the investment portfolio on an ongoing basis to ensure that the investments conform to our investment policy.

Available-for-Sale Investment Securities. We held $183.1 million and $168.3 million in investment securities available-for-sale as of September 30, 2016 and December 31, 2015, respectively. The increase of $14.8 million was primarily attributable to the net activity of purchases of $27.4 million, repayments of $9.2 million and sales of $4.7 million of certain securities during the nine months ended September 30, 2016.

On a fair value basis, 67.8% of our available-for-sale investment securities as of September 30, 2016, were floating-rate securities, for which yields increase or decrease based on changes in market interest rates. As of December 31, 2015, floating-rate securities comprised 74.3% of our available-for-sale investment securities.

On a fair value basis, 41.6% of our available-for-sale investment securities as of September 30, 2016, were agency securities, which tend to have a lower risk profile, while the remainder of the portfolio was comprised of certain corporate bonds, single-issuer trust preferred

65

securities, non-agency commercial mortgage-backed securities and collateralized loan obligations, and certain equity securities. As of December 31, 2015, agency securities comprised 49.2% of our available-for-sale investment securities.

Held-to-Maturity Investment Securities. We held $51.0 million and $47.3 million in investment securities held-to-maturity as of September 30, 2016 and December 31, 2015, respectively. As part of our asset and liability management strategy, we determined that we have the intent and ability to hold these bonds until maturity, and these securities were reported at amortized cost, as of September 30, 2016 and December 31, 2015.

Trading Investment Securities. We held no investment securities for trading as of September 30, 2016 and December 31, 2015. From time to time, we may identify opportunities in the marketplace to generate supplemental income from trading activity, principally based on the volatility of U.S. Treasury Notes with maturities up to ten years. The level and frequency of income generated from these transactions can vary materially based upon market conditions.

The following tables summarize the amortized cost and fair value of investment securities available-for-sale and held-to-maturity, as of the dates indicated:

	September 30, 2016
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	59,034	$	512	$	5	$	59,541
Trust preferred securities	17,678		—		631		17,047
Non-agency mortgage-backed securities	5,750		9		—		5,759
Non-agency collateralized loan obligations	16,376		2		43		16,335
Agency collateralized mortgage obligations	45,724		49		198		45,575
Agency mortgage-backed securities	25,526		353		21		25,858
Agency debentures	4,749		—		6		4,743
Equity securities	8,567		—		291		8,276
Total investment securities available-for-sale	183,404		925		1,195		183,134
Investment securities held-to-maturity:
Corporate bonds	25,695		631		10		26,316
Municipal bonds	25,282		595		—		25,877
Total investment securities held-to-maturity	50,977		1,226		10		52,193
Total	$	234,381	$	2,151	$	1,205	$	235,327

66

	December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	43,952	$	18	$	237	$	43,733
Trust preferred securities	17,579		—		978		16,601
Non-agency mortgage-backed securities	5,756		—		13		5,743
Non-agency collateralized loan obligations	11,843		—		132		11,711
Agency collateralized mortgage obligations	49,544		92		265		49,371
Agency mortgage-backed securities	28,586		270		187		28,669
Agency debentures	4,719		13		—		4,732
Equity securities	8,358		—		599		7,759
Total investment securities available-for-sale	170,337		393		2,411		168,319
Investment securities held-to-maturity:
Corporate bonds	19,448		498		84		19,862
Agency debentures	2,453		19		—		2,472
Municipal bonds	25,389		377		1		25,765
Total investment securities held-to-maturity	47,290		894		85		48,099
Total	$	217,627	$	1,287	$	2,496	$	216,418

The change in the fair values of our municipal bonds, agency collateralized mortgage obligation and agency mortgage-backed securities are primarily the result of interest rate fluctuations. To assess for impairment on municipal bonds, corporate bonds, single-issuer trust preferred securities, non-agency mortgage-backed securities, non-agency collateralized loan obligations,and certain equity securities, management evaluates the underlying issuer’s financial performance and the related credit rating information through a review of publicly available financial statements and other publicly available information. This review did not identify any issues related to the ultimate repayment of principal and interest on these securities. In addition, the Company has the ability and intent to hold the securities in an unrealized loss position until recovery of their amortized cost. Based on this, the Company considers all of the unrealized losses to be temporary impairment losses.

67

The following table sets forth the fair value, contractual maturities and approximated weighted average yield, calculated on a fully taxable equivalent basis, based on estimated annual income divided by the average amortized cost of our available-for-sale and held-to-maturity debt securities portfolios as of September 30, 2016. Contractual maturities may differ from expected maturities because issuers and/or borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, which would also impact the corresponding yield.

	September 30, 2016
	Less Than One Year				One to Five Years				Five to 10 Years				Greater Than 10 Years				Total
(Dollars in thousands)	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Investment securities available-for-sale:
Corporate bonds	$	22,024	1.52	%	$	37,517	2.11	%	$	—	—	%	$	—	—	%	$	59,541	1.89	%
Trust preferred securities	—		—	%	—		—	%	—		—	%	17,047		2.59	%	17,047		2.59	%
Non-agency mortgage-backed securities	—		—	%	—		—	%	—		—	%	5,759		1.58	%	5,759		1.58	%
Non-agency collateralized loan obligations	—		—	%	—		—	%	14,986		2.26	%	1,349		2.85	%	16,335		2.31	%
Agency collateralized mortgage obligations	—		—	%	1,214		1.04	%	—		—	%	44,361		0.93	%	45,575		0.93	%
Agency mortgage-backed securities	—		—	%	—		—	%	—		—	%	25,858		1.94	%	25,858		1.94	%
Agency debentures	—		—	%	—		—	%	4,743		2.39	%	—		—	%	4,743		2.39	%
Total debt securities available-for-sale	22,024				38,731				19,729				94,374				174,858
Weighted average yield			1.52	%			2.08	%			2.29	%			1.58	%			1.76	%
Investment securities held-to-maturity:
Corporate bonds	—		—	%	5,334		6.38	%	20,982		5.35	%	—		—	%	26,316		5.55	%
Municipal bonds	—		—	%	10,349		2.27	%	14,568		2.86	%	960		3.55	%	25,877		2.64	%
Total debt securities held-to-maturity	—				15,683				35,550				960				52,193
Weighted average yield			—	%			3.62	%			4.34	%			3.55	%			4.11	%
Total debt securities	$	22,024			$	54,414			$	55,279			$	95,334			$	227,051
Weighted average yield			1.52	%			2.52	%			3.60	%			1.60	%			2.29	%

The table above excludes equity securities because they have an indefinite life. For additional information regarding our investment securities portfolios, refer to Note 3, Investment Securities, to our unaudited condensed consolidated financial statements.

Deposits

Deposits are our primary source of funds to support our earning assets and we source deposits through multiple channels. We have focused on creating and growing diversified, stable, and low all-in cost deposit channels without operating through a traditional branch network. These sources primarily include deposits from high-net-worth individuals, family offices, trust companies, wealth management firms, middle-market businesses and their executives, and other financial institutions. We compete for deposits by offering a range of products and services to our customers, at competitive rates. We believe that our deposit base is stable, diversified and provides a low all-in cost. We further believe we have the ability to attract new deposits that will contribute to funding our projected loan growth.

As of September 30, 2016, we consider approximately 80.0% of our total deposits to be relationship-based deposits. Some of our relationship-based deposits, including reciprocal certificates of deposit placed through Promontory’s CDARS^® service and demand deposits placed through Promontory’s ICS^® service, have been classified for regulatory purposes as brokered deposits.

68

The table below depicts average balances of and rates paid on our deposit portfolio broken out by major deposit category, for the three months ended September 30, 2016 and 2015.

	Three Months Ended September 30,
	2016				2015
(Dollars in thousands)	Average Amount		Average Rate Paid		Average Amount		Average Rate Paid
Interest-bearing checking accounts	$	190,270	0.49	%	$	97,493	0.40	%
Money market deposit accounts	1,688,250		0.71	%	1,418,547		0.43	%
Certificates of deposit	863,872		0.89	%	884,829		0.74	%
Total average interest-bearing deposits	2,742,392		0.75	%	2,400,869		0.54	%
Noninterest-bearing deposits	161,723		—		148,323		—
Total average deposits	$	2,904,115	0.71	%	$	2,549,192	0.51	%

Average Deposits for the Three Months Ended September 30, 2016 and 2015. For the three months ended September 30, 2016, our average total deposits were $2.90 billion, representing an increase of $354.9 million, or 13.9%, from the same period in 2015. The deposit growth was driven by increases in noninterest and interest-bearing checking accounts and money market deposit accounts, partially offset by a decrease in certificates of deposit. Our average cost of interest-bearing deposits of 0.75%, for the three months ended September 30, 2016, increased from 0.54%, for the same period in 2015, as average rates paid were higher in all interest-bearing deposit categories. Average money market deposits increased to 61.6% of total average interest-bearing deposits, for the three months ended September 30, 2016, from 59.1% for the same period in 2015. Average certificates of deposit decreased to 31.5% of total average interest-bearing deposits for the three months ended September 30, 2016, compared to 36.9% for the same period in 2015. Average noninterest-bearing deposits increased$13.4 million, or 9.0%, to $161.7 million in the three months ended September 30, 2016, from $148.3 million for the three months ended September 30, 2015, and the average cost of total deposits increased20 basis points to 0.71% for the three months ended September 30, 2016 from 0.51% for the three months ended September 30, 2015.

The table below depicts average balances of and rates paid on our deposit portfolio broken out by major deposit category, for the nine months ended September 30, 2016 and 2015.

	Nine Months Ended September 30,
	2016				2015
(Dollars in thousands)	Average Amount		Average Rate Paid		Average Amount		Average Rate Paid
Interest-bearing checking accounts	$	160,310	0.45	%	$	103,674	0.41	%
Money market deposit accounts	1,614,669		0.65	%	1,343,867		0.41	%
Certificates of deposit	869,879		0.85	%	883,679		0.75	%
Total average interest-bearing deposits	2,644,858		0.70	%	2,331,220		0.54	%
Noninterest-bearing deposits	153,763		—		149,224		—
Total average deposits	$	2,798,621	0.66	%	$	2,480,444	0.50	%

Average Deposits for the Nine Months Ended September 30, 2016 and 2015. For the nine months ended September 30, 2016, our average total deposits were $2.80 billion, representing an increase of $318.2 million, or 12.8%, from the same period in 2015. The deposit growth was driven by increases in noninterest and interest-bearing checking accounts and money market deposit accounts, partially offset by a decrease in certificates of deposit. Our average cost of interest-bearing deposits of 0.70%, for the nine months ended September 30, 2016, increased from 0.54%, for the same period in 2015, as average rates paid were higher in all interest-bearing deposit categories. Average money market deposits increased to 61.0% of total average interest-bearing deposits, for the nine months ended September 30, 2016, from 57.6% for the same period in 2015. Average certificates of deposit decreased to 32.9% of total average interest-bearing deposits for the nine months ended September 30, 2016, compared to 37.9% for the same period in 2015. Average noninterest-bearing deposits increased$4.5 million, or 3.0%, to $153.8 million in the nine months ended September 30, 2016, from $149.2 million for the nine months ended September 30, 2015, and the average cost of deposits increased16 basis points to 0.66% for the nine months ended September 30, 2016 from 0.50% for the nine months ended September 30, 2015.

69

Certificates of Deposit

Maturities of certificates of deposit of $100,000 or more outstanding are summarized below, as of September 30, 2016.

(Dollars in thousands)	September 30, 2016
Months to maturity:
Three months or less	$	175,019
Over three to six months	206,256
Over six to 12 months	260,006
Over 12 months	160,027
Total	$	801,308

Borrowings

Deposits are the primary source of funds for our lending and investment activities, as well as the Bank’s general business purposes. As an alternative source of liquidity, we may obtain advances from the FHLB of Pittsburgh, sell investment securities subject to our obligation to repurchase them, purchase Federal funds or engage in overnight borrowings from the FHLB or our correspondent banks.

The following table presents certain information with respect to our outstanding borrowings, as of September 30, 2016 and December 31, 2015.

	September 30, 2016									December 31, 2015
(Dollars in thousands)	Amount		Rate		Maximum Balance at Any Month End		Average Balance During the Period		Original Term	Amount		Rate		Maximum Balance at Any Month End		Average Balance During the Period		Original Term
Daily FHLB borrowings	$	80,000	0.57	%	$	260,000	$	165,036	1-4 days	$	170,000	0.51	%	$	170,000	$	62,137	1-9 days
Term FHLB borrowings:
Issued 4/7/2014	—		—	%	—		—			—		0.34	%	25,000		6,576		12 months
Issued 4/7/2014	—		—	%	—		—			—		0.38	%	25,000		10,822		14 months
Issued 4/7/2014	—		—	%	—		—			—		0.44	%	25,000		17,123		17 months
Issued 5/5/2014	—		—	%	—		—			—		0.33	%	25,000		2,397		9 months
Issued 7/29/2015	—		0.61	%	25,000		19,708		12 months	25,000		0.61	%	25,000		10,685		12 months
Issued 7/29/2015	25,000		0.72	%	25,000		25,000		15 months	25,000		0.72	%	25,000		10,685		15 months
Issued 6/29/2016	—		0.66	%	100,000		33,212		3 months	—		—	%	—		—
Issued 9/29/2016	100,000		0.58	%	100,000		730		3 months	—		—	%	—		—
Subordinated notes payable	35,000		5.75	%	35,000		35,000		5 years	35,000		5.75	%	35,000		35,000		5 years
Total borrowings outstanding	$	240,000	1.35	%	$	545,000	$	278,686		$	255,000	1.26	%	$	355,000	$	155,425

In June 2016, the Company entered into a cash flow hedge derivative transaction to establish the interest rate paid on $100.0 million of the FHLB borrowings at an effective rate of 0.83% plus the difference between the 3-month FHLB advance rate and 3-month LIBOR for a period of three years. For additional information on the cash flow hedge, refer to Note 13, Derivatives and Hedging Activity, to our unaudited condensed consolidated financial statements.

Liquidity

We evaluate liquidity both at the holding company level and at the Bank level. As of September 30, 2016, the Bank and Chartwell subsidiaries represent our only material assets. Our primary sources of funds at the parent company level are cash on hand, dividends paid to us from the Bank and Chartwell subsidiaries and the net proceeds from the issuance of our debt or equity securities. As of September 30, 2016, our primary liquidity needs at the parent company level were the semi-annual interest payments on the subordinated notes payable, funding of acquisitions and our share repurchase programs. All other liquidity needs were minimal and related to reimbursing the Bank for management, accounting and financial reporting services provided by bank personnel. During the nine months ended September 30, 2016, the parent company paid $15.0 million related to the TKG acquisition, $9.5 million related to share repurchase programs and $2.0 million related to interest payments on the subordinated notes. During the nine months ended September 30, 2015,

70

the parent company paid $2.2 million related to interest payments on the subordinated notes, $3.2 million related to share repurchase programs, and $17.2 million related to the earnout consideration for the Chartwell acquisition. We believe that our cash on hand at the parent company level coupled with the dividend paying capacity of the Bank and Chartwell, were adequate to fund any foreseeable parent company obligations as of September 30, 2016. In addition, the holding company established an unsecured line of credit of $25.0 million, effective December 29, 2015, with Texas Capital Bank. As of September 30, 2016, the full amount of this established line was available.

Our goal in liquidity management at the Bank level is to satisfy the cash flow requirements of depositors and borrowers, as well as our operating cash needs. These requirements include the payment of deposits on demand at their contractual maturity, the repayment of borrowings as they mature, the payment of our ordinary business obligations, the ability to fund new and existing loans and other funding commitments, and the ability to take advantage of new business opportunities. Our ALCO has established an asset/liability management policy designed to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, well capitalized regulatory status and adequate levels of liquidity. The ALCO has also established a contingency funding plan to address liquidity crisis conditions. The ALCO is designated as the body responsible for the monitoring and implementation of these policies. The ALCO, which includes members of executive management, reviews liquidity on a frequent basis and approves significant changes in strategies that affect balance sheet or cash flow positions.

Our principal sources of asset liquidity are cash and cash due from banks, interest-earning deposits with banks, federal funds sold, unpledged securities available-for-sale, loan repayments (scheduled and unscheduled) and earnings. Liability liquidity sources include a stable deposit base, the ability to renew maturing certificates of deposit, borrowing availability at the FHLB of Pittsburgh, unsecured lines with other financial institutions, access to the brokered deposit market including CDARS^®, and the ability to raise debt and equity. Customer deposits are an important source of liquidity, which depends on the confidence of those customers in us and is supported by our capital position and the protection provided by FDIC insurance.

We measure and monitor liquidity on an ongoing basis, which allows us to more effectively understand and react to trends in our balance sheet. In addition, the ALCO uses a variety of methods to monitor our liquidity position, including a liquidity gap, which measures potential sources and uses of funds over future periods. Policy guidelines have been established for a variety of liquidity-related performance metrics, such as net loans to deposits, brokered funding composition, cash to total loans and duration of certificates of deposit, among others, all of which are utilized in measuring and managing our liquidity position. The ALCO performs contingency funding and capital stress analyses at least semi-annually to determine our ability to meet potential liquidity and capital needs under various stress scenarios.

We believe that our liquidity position continues to be strong due to our ability to generate strong growth in deposits, which is evidenced by our ratio of total deposits to total assets of 83.1% and 81.5% as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, we had available liquidity of $702.5 million, or 18.9% of total assets. These sources consisted of liquid assets (cash and cash equivalents, and investment securities available-for-sale and not pledged under the FHLB borrowing capacity), totaling $247.0 million, or 6.6% of total assets, coupled with secondary sources of liquidity (the ability to borrow from the FHLB and correspondent bank lines) totaling $455.5 million, or 12.3% of total assets. Available cash excludes pledged accounts for derivative and letter of credit transactions and the reserve balance requirement at the Federal Reserve.

The following table shows our available liquidity, by source, as of the dates indicated:

(Dollars in thousands)	September 30, 2016		December 31, 2015
Available cash	$	69,271	$	63,401
Unpledged investment securities available-for-sale	177,747		161,951
Net borrowing capacity	455,525		299,057
Total liquidity	$	702,543	$	524,409

For the nine months ended September 30, 2016, we generated $14.0 million of cash from operating activities, compared to $21.8 million for the same period in 2015. This decrease in cash flow was primarily the result of changes in working capital items largely related to timing of payments of accrued expenses.

Investing activities resulted in a net cash outflow of $364.3 million, for the nine months ended September 30, 2016, as compared to a net cash outflow of $282.3 million for the same period in 2015. The outflows for the nine months ended September 30, 2016, were primarily due to net loan growth of $332.0 million, purchases of investment securities totaling $33.7 million and $14.1 million for the TKG acquisition net of acquired cash, partially offset by the proceeds, principal repayments and maturities from investment securities totaling $16.4 million. The outflows for the nine months ended September 30, 2015, included net loan growth of $266.5 million and purchases of investment securities totaling $46.1 million, partially offset by the proceeds, principal repayments and maturities from investment securities totaling $33.8 million.

71

Financing activities resulted in a net inflow of $374.3 million for the nine months ended September 30, 2016, compared to a net inflow of $255.3 million for the same period in 2015, as a result of the net increase in deposits of $397.4 million and a net decrease in FHLB borrowings of $15.0 million for the nine months ended September 30, 2016, compared to a $263.6 million net increase in deposits and a net increase in FHLB borrowings of $10.0 million for the nine months ended September 30, 2015.

We continue to evaluate the potential impact on liquidity management by regulatory proposals, including those being established under the Dodd-Frank Act, as government regulators continue the final rule-making process.

Capital Resources

The access to and cost of funding for new business initiatives, the ability to engage in expanded business activities, the ability to pay dividends, the level of deposit insurance costs and the level and nature of regulatory oversight depend, in part, on our capital position.

The assessment of capital adequacy depends on a number of factors, including asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.

Shareholders’ Equity. Shareholders’ equity increased to $343.1 million as of September 30, 2016, compared to $326.0 million as of December 31, 2015. The $17.2 millionincrease during the nine months ended September 30, 2016, was attributable to net income of $21.1 million, the impact of $2.7 million in stock-based compensation, an increase of $1.5 million in accumulated other comprehensive income (loss) and $1.4 million in exercises of stock options, partially offset by the cancellation of stock options of $5.2 million and the purchase of $4.3 million in treasury stock.

Regulatory Capital. As of September 30, 2016 and December 31, 2015, TriState Capital Holdings, Inc. and TriState Capital Bank were in compliance with all applicable regulatory capital requirements, and TriState Capital Bank was categorized as well capitalized for purposes of the FDIC’s prompt corrective action regulations. As we employ our capital and continue to grow our operations, our regulatory capital levels may decrease. However, we will monitor our capital in order to remain categorized as well capitalized under the applicable regulatory guidelines and in compliance with all regulatory capital standards applicable to us.

In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as Basel III. In July 2013, final rules implementing the Basel III capital accord were adopted by the federal banking agencies. Basel III, which began phasing in on January 1, 2015, has replaced the existing regulatory capital rules for the Company and the Bank. The Basel III final rules required new minimum capital ratio standards, established a new common equity tier 1 to total risk-weighted assets ratio, subjected banking organizations to certain limitations on capital distributions and discretionary bonus payments and established a new standardized approach for risk weightings.

The following tables present the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates indicated:

	September 30, 2016
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	318,874	13.05	%	$	195,464	8.00	%	N/A		N/A
Bank	$	311,395	12.88	%	$	193,409	8.00	%	$	241,761	10.00	%
Tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	146,598	6.00	%	N/A		N/A
Bank	$	292,618	12.10	%	$	145,057	6.00	%	$	193,409	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	109,948	4.50	%	N/A		N/A
Bank	$	292,618	12.10	%	$	108,792	4.50	%	$	157,145	6.50	%
Tier 1 leverage ratio
Company	$	286,496	8.09	%	$	141,663	4.00	%	N/A		N/A
Bank	$	292,618	8.33	%	$	140,450	4.00	%	$	175,562	5.00	%

72

	December 31, 2015
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	326,378	13.88	%	$	188,176	8.00	%	N/A		N/A
Bank	$	310,624	13.35	%	$	186,077	8.00	%	$	232,596	10.00	%
Tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	141,132	6.00	%	N/A		N/A
Bank	$	292,234	12.56	%	$	139,558	6.00	%	$	186,077	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	105,849	4.50	%	N/A		N/A
Bank	$	292,234	12.56	%	$	104,668	4.50	%	$	151,187	6.50	%
Tier 1 leverage ratio
Company	$	287,072	9.05	%	$	126,932	4.00	%	N/A		N/A
Bank	$	292,234	9.29	%	$	125,870	4.00	%	$	157,338	5.00	%

In addition, the final rules subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer of risk-based capital ratios in an amount greater than 2.5% of its total risk-weighted assets. The implementation of the capital conservation buffer began on January 1, 2016, at 0.625% and will be phased in over a four-year period (increasing by that amount ratably on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

Contractual Obligations and Commitments

The following table presents significant fixed and determinable contractual obligations of principal, interest and expenses that may require future cash payments as of the date indicated.

	September 30, 2016
(Dollars in thousands)	One Year or Less		One to Three Years		Three to Five Years		Greater Than Five Years		Total
Transaction deposits	$	2,075,170	$	148,000	$	—	$	—	$	2,223,170
Certificates of deposit	701,343		162,717		—		—		864,060
Borrowings outstanding	205,000		35,000		—		—		240,000
Interest payments on certificates of deposit and borrowings	9,751		7,601		—		—		17,352
Operating leases	2,097		4,736		3,929		1,616		12,378
Acquisition earnout liability	2,478		—		—		—		2,478
Total contractual obligations	$	2,995,839	$	358,054	$	3,929	$	1,616	$	3,359,438

On October 19, 2016, TriState Capital Holdings, Inc. entered into a definitive agreement to acquire certain assets of Aberdeen Asset Management, Inc., which creates potential future obligations based on the estimated transaction value of between $11.5 million to $13.5 million, payable in 2018.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that are not included in our consolidated balance sheets in accordance with GAAP. These transactions include commitments to extend credit in the ordinary course of business to approved customers.

Loan commitments are recorded on our financial statements as they are funded. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Loan commitments include unused commitments for open end lines secured by cash and marketable securities and residential properties, commitments to fund loans secured by commercial real estate, construction loans, business lines of credit and other unused commitments of loans in various stages of funding.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, we would be required to

73

fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer.

We minimize our exposure to loss under loan commitments and standby letters of credit by subjecting them to credit approval and monitoring procedures. The effect on our revenues, expenses, cash flows and liquidity of the unused portions of these commitments cannot be reasonably predicted because, while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. There is no guarantee that the lines of credit will be used.

The following table is a summary of the total notional amount of unused loan commitments and standby letters of credit outstanding by contractual maturities outstanding as of the date indicated.

	September 30, 2016
(Dollars in thousands)	One Year or Less		One to Three Years		Three to Five Years		Greater Than Five Years		Total
Unused loan commitments (based on availability)	$	1,270,908	$	147,986	$	87,766	$	20,663	$	1,527,323
Standby letters of credit	44,120		28,953		9,075		107		82,255
Total off-balance sheet arrangements	$	1,315,028	$	176,939	$	96,841	$	20,770	$	1,609,578

Market Risk

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. Our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact the level of both income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those that have a short term to maturity. Because of the nature of our operations, we are not subject to foreign exchange or commodity price risk. From time to time we do hold market risk sensitive instruments for trading purposes. The summary information provided in this section should be read in conjunction with our unaudited condensed consolidated financial statements and related notes.

Interest rate risk is comprised of re-pricing risk, basis risk, yield curve risk and option risk. Re-pricing risk arises from differences in the cash flow or re-pricing between asset and liability portfolios. Basis risk arises when asset and liability portfolios are related to different market rate indexes, which do not always change by the same amount or at the same time. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Option risk arises from embedded options within asset and liability products as certain borrowers have the option to prepay their loans when rates fall, while certain depositors can redeem their certificates when rates rise.

Our ALCO actively measures and manages interest rate risk. The ALCO is responsible for the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position. This involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital.

We utilize an asset/liability model to measure and manage interest rate risk. The specific measurement tools used by management on at least a quarterly basis include net interest income simulation, economic value of equity and gap analysis. All are static measures that do not incorporate assumptions regarding future business. All are also measures of interest rate sensitivity used to help us develop strategies for managing exposure to interest rate risk rather than projecting future earnings.

In our view, all three measures also have specific benefits and shortcomings. Net interest income (“NII”) simulation explicitly measures exposure to earnings from changes in market rates of interest but does not provide a long-term view. Economic value of equity (“EVE”) helps identify changes in optionality and price over a longer term horizon but its liquidation perspective does not convey the earnings-based measures that are typically the focus of managing and valuing a going concern. Gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to re-pricing over a period of time but only captures a single rate environment. Reviewing these various measures collectively helps management obtain a comprehensive view of our interest risk rate profile.

74

The following NII simulation and EVE metrics were calculated using rate shocks, which represent immediate rate changes that move all market rates by the same amount instantaneously. The variance percentages represent the change between the NII simulation and EVE calculated under the particular rate scenario versus the NII simulation and EVE calculated assuming market rates as of the dates indicated.

	September 30, 2016						December 31, 2015
(Dollars in thousands)	Amount Change from Base Case			Percent Change from Base Case		ALCO Guidelines	Amount Change from Base Case			Percent Change from Base Case
Net interest income:
+300	$	25,839		35.19	%	-20.00%	$	14,120		19.25	%
+200	$	17,148		23.35	%	-15.00%	$	9,306		12.69	%
+100	$	8,454		11.51	%	-10.00%	$	4,454		6.07	%
–100	$	(591	)	(0.80	)%	-10.00%	$	140		0.19	%
Economic value of equity:
+300	$	5,728		1.71	%	+/-30.00%	$	(11,238	)	(3.56	)%
+200	$	3,902		1.16	%	+/-20.00%	$	(9,625	)	(3.05	)%
+100	$	1,946		0.58	%	+/-10.00%	$	(3,655	)	(1.16	)%
–100	$	(6,811	)	(2.03	)%	+/-10.00%	$	502		0.16	%

Given the relatively low current interest rate environment, it is our strategy to continue to manage an asset sensitive interest rate risk position in our net interest income measure and a near neutral interest rate risk position in our economic value of equity measure. Therefore, rising rates are expected to have a positive effect on net interest income versus net interest income if rates remain unchanged. The results of the EVE calculation indicate a relatively low level of interest rate risk regardless of the direction in which rates move.

75

The following gap analysis presents the amounts of interest-earning assets and interest-bearing liabilities that are subject to re-pricing within the periods indicated.

	Interest Rate Sensitivity Period
	September 30, 2016
(Dollars in thousands)	Less Than 90 Days			91 to 180 Days			181 to 365 Days			One to Three Years			Three to Five Years			Greater Than Five Years			Non-Sensitive			Total Balance
Assets:
Interest-earning deposits	$	115,321		$	—		$	—		$	—		$	—		$	—		$	—		$	115,321
Federal funds sold	5,343			—			—			—			—			—			—			5,343
Total investment securities	136,430			4,982			2,918			43,225			15,732			40,408			(352		)	243,343
Total loans	2,779,814			36,295			52,188			198,772			75,050			11,422			21,112			3,174,653
Other assets	—			—			—			—			—			—			176,858			176,858
Total assets	$	3,036,908		$	41,277		$	55,106		$	241,997		$	90,782		$	51,830		$	197,618		$	3,715,518
Liabilities:
Transaction deposits	$	1,680,461		$	35,268		$	136,864		$	148,000		$	—		$	—		$	222,577		$	2,223,170
Certificates of deposit	202,478			221,609			277,256			162,717			—			—			—			864,060
Borrowings, net	105,000			—			—			135,000			—			—			(540		)	239,460
Other liabilities	—			—			—			—			—			—			45,689			45,689
Total liabilities	1,987,939			256,877			414,120			445,717			—			—			267,726			3,372,379
Equity	—			—			—			—			—			—			343,139			343,139
Total liabilities and equity	$	1,987,939		$	256,877		$	414,120		$	445,717		$	—		$	—		$	610,865		$	3,715,518
Interest rate sensitivity gap	$	1,048,969		$	(215,600	)	$	(359,014	)	$	(203,720	)	$	90,782		$	51,830		$	(413,247	)
Cumulative interest rate sensitivity gap	$	1,048,969		$	833,369		$	474,355		$	270,635		$	361,417		$	413,247
Cumulative interest rate sensitive assets to rate sensitive liabilities	152.8		%	137.1		%	117.8		%	108.7		%	111.6		%	113.3		%	110.2		%
Cumulative gap to total assets	28.2		%	22.4		%	12.8		%	7.3		%	9.7		%	11.1		%

The cumulative twelve-month ratio of interest rate sensitive assets to interest rate sensitive liabilities increased to 117.8% as of September 30, 2016, from 111.0% as of December 31, 2015.

Various loans across our portfolio have floating-rate index floors. As of September 30, 2016, there were $26.6 million in loans with a maturity greater than one year and an index floor rate greater than the current index rate. Of this amount, $19.7 million have an index floor rate less than 100 basis points above the current index rate. These loans are allocated to the less than 90 days maturity bucket in our gap analysis since we believe they would behave more like floating-rate loans given a 100 basis point upward shock in interest rates. The remaining $6.9 million have an index floor rate greater than 100 basis points above the current index rate. These loans are allocated to the one to three years maturity bucket in our gap analysis since we believe they would behave more like fixed-rate loans given a 100 basis point upward shock in interest rates.

In June 2016, the Company entered into a cash flow hedge derivative transaction to fix the interest rate on $100.0 million of the Company’s borrowings for a period of three years. This transaction has the effect on our gap analysis of moving $100.0 million of borrowings from the less than 90 day maturity bucket to one to three years. For additional information on the cash flow hedge, refer to Note 13, Derivatives and Hedging Activity, to our unaudited condensed consolidated financial statements.

Additionally, in all of these analyses (NII, EVE and gap), we use what we believe is a conservative treatment of non-maturity, interest-bearing deposits. In our gap analysis, the allocation of non-maturity, interest-bearing deposits is fully reflected in the less than 90 days maturity category. The allocation of non-maturity, noninterest-bearing deposits is fully reflected in the non-sensitive category. In taking this approach, we provide ourselves with no benefit to either NII or EVE from a potential time-lag in the rate increase of our non-maturity, interest-bearing deposits.

76

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk are presented under the caption “Market Risk” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2016. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2016, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time the Company is a party to various litigation matters incidental to the conduct of its business. During the three months ended September 30, 2016, the Company was not a party to any legal proceedings that the resolution of which management believes would have a material adverse effect on the Company’s business, future prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

ITEM 1A. RISK FACTORS

There are risks, many beyond our control, that could cause our results to differ significantly from management’s expectations. Any of the risks described in our Annual Report on Form 10-K for the period ended December 31, 2015, or in this Quarterly Report on Form 10-Q could, by itself or together with one or more other factors, adversely affect our business, results of operations or financial condition. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations or financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

77

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The table below sets forth information regarding the Company’s purchases of its common stock during its fiscal quarter ended September 30, 2016:

	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares  Purchased as Part of Publicly Announced Plans or Programs*	Approximate Dollar Value of Shares that May  Yet Be Purchased Under the Plans or Programs*
July 1, 2016 - July 31, 2016	—	$	—	—	$	6,021,718
August 1, 2016 - August 31, 2016	57,653	14.61		57,653	1,530,995
September 1, 2016 - September 30, 2016	18,900	15.31		18,900	470,774
Total	76,553	$	14.78	76,553	$	470,774

* In January 2016, the Company announced that its Board of Directors had approved a share repurchase program of up to $10 million, authorizing the Company to repurchase up to 1,000,000 shares of its common stock from time to time on the open market or in privately negotiated transactions. The Board subsequently authorized the Company to utilize some of the $10 million allocated to the share repurchase program to cancel options granted by the Company to purchase shares of its common stock that expire in 2017 all of which have an exercise price of $10 per share. In accordance with that authorization, in addition to the shares purchased as described in the above table, the Company and holders of options that expire in 2017 agreed to cancel options as set forth in the table below. The approximate dollar value of shares that may yet be purchased under the share repurchase program in the above table has been reduced by the amount expended in connection with the option cancellations. In October 2016, the Company announced that its Board of Directors had approved an additional share repurchase program of up to $5 million. Under this authorization, purchases of shares may be made at the discretion of management from time to time in the open market or through negotiated transactions. In addition, the funds allocated to the program can be used to cancel, in negotiated transactions, outstanding options expiring in 2017. That program is not included in the approximate dollar value of shares that may yet be purchased in the above table.

	Total Number of Shares Subject to Canceled Options	Weighted Average Price Paid per Option Canceled
July 1, 2016 - July 31, 2016	170,000	$	4.72
August 1, 2016 - August 31, 2016	745,500	4.89
September 1, 2016 - September 30, 2016	146,000	5.28
Total	1,061,500	$	4.92

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

78

ITEM 6. EXHIBITS

Exhibit No.Description

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

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

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101 The following materials from TriState Capital Holdings, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Income, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Condensed Consolidated Financial Statements.*

* This information is deemed furnished, not filed.

79

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.

TRISTATE CAPITAL HOLDINGS, INC.
By	/s/ James F. Getz
	James F. Getz
	Chairman, President and Chief Executive Officer
By	/s/ Mark L. Sullivan
	Mark L. Sullivan
	Vice Chairman and Chief Financial Officer

Date: October 31, 2016

80

EXHIBIT INDEX

Exhibit No. Description

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

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

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101 The following materials from TriState Capital Holdings, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Income, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Condensed Consolidated Financial Statements.*

* This information is deemed furnished, not filed.

81

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, James F. Getz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of TriState Capital Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

By:

/s/ James F. Getz    

James F. Getz

Chairman, President and Chief Executive Officer

Dated: October 31, 2016

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Mark L. Sullivan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of TriState Capital Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

By:

/s/ Mark L. Sullivan    

Mark L. Sullivan

Vice Chairman and Chief Financial Officer

Dated: October 31, 2016

EX-32

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of TriState Capital Holdings, Inc. hereby certify that the Quarterly Report of TriState Capital Holdings, Inc. on Form 10-Q for the quarterly period ended September 30, 2016 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of TriState Capital Holdings, Inc.

By:

/s/ James F. Getz    

James F. Getz

Chairman, President and Chief Executive Officer

Dated: October 31, 2016

By:

/s/ Mark L. Sullivan    

Mark L. Sullivan

Vice Chairman and Chief Financial Officer

Dated: October 31, 2016

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 14, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	TriState Capital Holdings, Inc.
Entity Central Index Key	0001380846
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Document Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		28,343,154

XML

Unaudited Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Cash	$ 72	$ 294
Interest-earning deposits with other institutions	115,321	91,097
Federal funds sold	5,343	5,285
Cash and cash equivalents	120,736	96,676
Investment securities available-for-sale, at fair value (cost: $183,404 and $170,337, respectively)	183,134	168,319
Investment securities held-to-maturity, at cost (fair value: $52,193 and $48,099, respectively)	50,977	47,290
Federal Home Loan Bank stock	9,232	9,802
Total investment securities	243,343	225,411
Loans held-for-investment	3,174,653	2,841,284
Allowance for loan losses	(20,211)	(17,974)
Loans held-for-investment, net	3,154,442	2,823,310
Accrued interest receivable	8,559	7,056
Investment management fees receivable	8,166	6,191
Goodwill and other intangibles, net	67,671	50,816
Office properties and equipment, net	3,608	3,839
Bank owned life insurance	64,350	60,019
Deferred tax asset, net	10,614	12,186
Prepaid expenses and other assets	34,029	16,667
Total assets	3,715,518	3,302,171
Liabilities:
Deposits	3,087,230	2,689,844
Borrowings, net	239,460	254,308
Accrued interest payable on deposits and borrowings	1,415	1,762
Other accrued expenses and other liabilities	44,274	30,280
Total liabilities	3,372,379	2,976,194
Shareholders’ Equity:
Preferred stock, no par value; Shares authorized - 150,000; Shares issued - none	0	0
Common stock, no par value; Shares authorized - 45,000,000; Shares issued - 29,651,429 and 29,056,195, respectively; Shares outstanding - 28,317,154 and 28,056,195, respectively	283,501	281,412
Additional paid-in capital	7,620	10,809
Retained earnings	66,173	45,103
Accumulated other comprehensive income (loss), net	58	(1,443)
Treasury stock (1,334,275 and 1,000,000 shares, respectively)	(14,213)	(9,904)
Total shareholders’ equity	343,139	325,977
Total liabilities and shareholders’ equity	$ 3,715,518	$ 3,302,171

XML

Unaudited Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Shares Authorized, Preferred Stock	150,000	150,000
Shares Issued, Preferred Stock	0	0
Shares Authorized, Common Stock	45,000,000	45,000,000
Shares Issued, Common Stock	29,651,429	29,056,195
Shares Outstanding, Common Stock	28,317,154	28,056,195
Treasury Stock	1,334,275	1,000,000
Investments AFS (cost)	$ 183,404	$ 170,337
Investments HTM (fair value)	$ 52,193	$ 48,099

XML

Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Interest income:
Loans	$ 23,369	$ 19,863	$ 67,689	$ 58,504
Investments	1,400	1,040	3,957	2,890
Interest-earning deposits	156	86	434	278
Total interest income	24,925	20,989	72,080	61,672
Interest expense:
Deposits	5,187	3,274	13,928	9,342
Borrowings	1,034	710	2,852	1,989
Total interest expense	6,221	3,984	16,780	11,331
Net interest income	18,704	17,005	55,300	50,341
Provision (credit) for loan losses	(542)	(1,341)	(340)	(231)
Net interest income after provision for loan losses	19,246	18,346	55,640	50,572
Non-interest income:
Investment management fees	10,333	7,020	26,814	22,189
Service charges	134	148	393	487
Net gain on the sale and call of investment securities	14	0	77	17
Swap fees	977	297	3,422	1,311
Commitment and other fees	488	487	1,497	1,487
Other income	551	63	656	951
Total non-interest income	12,497	8,015	32,859	26,442
Non-interest expense:
Compensation and employee benefits	14,664	11,513	39,404	34,531
Premises and occupancy costs	1,285	1,173	3,583	3,439
Professional fees	693	829	2,483	2,590
FDIC insurance expense	933	461	2,023	1,474
General insurance expense	258	220	768	827
State capital shares tax	329	310	986	892
Travel and entertainment expense	718	711	2,140	1,873
Data processing expense	297	275	874	805
Intangible amortization expense	463	390	1,291	1,169
Change in fair value of acquisition earnout	(1,209)	0	(1,209)	0
Other operating expenses	2,083	1,419	5,634	4,385
Total non-interest expense	20,514	17,301	57,977	51,985
Income before tax	11,229	9,060	30,522	25,029
Income tax expense	2,775	2,942	9,452	8,127
Net income	$ 8,454	$ 6,118	$ 21,070	$ 16,902
Earnings per common share:
Earnings per share, basic (in usd per share)	$ 0.31	$ 0.22	$ 0.76	$ 0.61
Earnings per share, diluted (in usd per share)	$ 0.30	$ 0.22	$ 0.75	$ 0.60

XML

Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 8,454	$ 6,118	$ 21,070	$ 16,902
Other comprehensive income (loss):
Unrealized holding gains (losses) on investment securities net of tax expense (benefit) of $397, $(389), $692 and $(145)	711	(698)	1,175	(275)
Reclassification adjustment for gains included in net income on investment securities, net of tax expense of $(6), $0, $(28) and $(6)	(8)	0	(49)	(11)
Unrealized holding gains on derivatives net of tax expense of $224, $0, $192 and $0	402	0	346	0
Reclassification adjustment for losses included in net income on derivatives, net of tax benefit of $17, $0, $17 and $0	29	0	29	0
Other comprehensive income (loss)	1,134	(698)	1,501	(286)
Total comprehensive income	$ 9,588	$ 5,420	$ 22,571	$ 16,616

XML

Unaudited Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Tax expense (benefit) on unrealized holding gains (losses) on investment securities	$ 397	$ (389)	$ 692	$ (145)
Tax expense on investment securities gains reclassified from other comprehensive income (loss)	(6)	0	(28)	(6)
Tax expense on unrealized holding gains on derivatives	224	0	192	0
Tax benefit on derivative losses reclassified from other comprehensive income (loss)	$ 17	$ 0	$ 17	$ 0

XML

Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in-Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss), net	Treasury Stock
Beginning Balance at Dec. 31, 2014	$ 305,390	$ 280,895	$ 9,253	$ 22,615	$ (627)	$ (6,746)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	16,902			16,902
Other comprehensive income (loss)	(286)				(286)
Exercise of stock options	330	482	(152)
Purchase of treasury stock	(3,158)					(3,158)
Stock-based compensation	1,362		1,362
Ending Balance at Sep. 30, 2015	320,540	281,377	10,463	39,517	(913)	(9,904)
Beginning Balance at Dec. 31, 2015	325,977	281,412	10,809	45,103	(1,443)	(9,904)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	21,070			21,070
Other comprehensive income (loss)	1,501				1,501
Exercise of stock options	1,426	2,089	(663)
Purchase of treasury stock	(4,309)					(4,309)
Cancellation of stock options	(5,220)		(5,220)
Stock-based compensation	2,694		2,694
Ending Balance at Sep. 30, 2016	$ 343,139	$ 283,501	$ 7,620	$ 66,173	$ 58	$ (14,213)

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities:
Net income	$ 21,070	$ 16,902
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and intangible amortization expense	2,241	2,179
Amortization of deferred financing costs	152	152
Provision (credit) for loan losses	(340)	(231)
Stock-based compensation expense	2,694	1,362
Net gain on the sale of investment securities available-for-sale	(31)	(17)
Net gain on the call of investment securities held-to-maturity	(46)	0
Net amortization of premiums and discounts	682	566
Decrease (increase) in investment management fees receivable	(1,063)	524
Increase in accrued interest receivable	(1,503)	(414)
Decrease in accrued interest payable	(347)	(514)
Bank owned life insurance income	(1,331)	(1,252)
Decrease in income taxes payable	(353)	0
Decrease (increase) in prepaid income taxes	(2,404)	1,031
Increase (decrease) in accounts payable and other accrued expenses	(833)	4,288
Change in fair value of acquisition earnout	(1,209)	0
Payment of contingent consideration impacting operations	0	1,771
Other, net	(3,349)	(1,018)
Net cash provided by operating activities	14,030	21,787
Cash Flows from Investing Activities:
Purchase of investment securities available-for-sale	(27,419)	(32,663)
Purchase of investment securities held-to-maturity	(6,250)	(13,464)
Proceeds from the sale of investment securities available-for-sale	4,691	9,734
Principal repayments and maturities of investment securities available-for-sale	9,162	17,517
Principal repayments and maturities of investment securities held-to-maturity	2,500	6,540
Purchase of bank owned life insurance	3,000	5,000
Net redemption (purchase) of Federal Home Loan Bank stock	570	(2,272)
Net increase in loans	(331,988)	(266,522)
Proceeds from loan sales	1,196	4,691
Proceeds from sale of other real estate owned	1,080	0
Additions to office properties and equipment	(700)	(896)
Acquisition, net of acquired cash	14,095	0
Net cash used in investing activities	(364,253)	(282,335)
Cash Flows from Financing Activities:
Net increase in deposit accounts	397,386	263,555
Net increase in Federal Home Loan Bank advances	0	10,000
Net decrease in Federal Home Loan Bank advances	(15,000)	0
Net proceeds from exercise of stock options	1,426	330
Cancellation of stock options	(5,220)	0
Payment of contingent consideration	0	15,465
Purchase of treasury stock	(4,309)	(3,158)
Net cash provided by financing activities	374,283	255,262
Net change in cash and cash equivalents during the period	24,060	(5,286)
Cash and cash equivalents at beginning of the period	96,676	105,710
Cash and cash equivalents at end of the period	120,736	100,424
Cash paid during the period for:
Interest	16,975	11,694
Income taxes	11,273	6,713
Acquisition of non-cash assets and liabilities:
Assets acquired	1,038	0
Liabilities assumed	1,402	0
Other non-cash activity:
Loan foreclosures and repossessions	3,618	396
Unsettled purchase of investment securities available-for-sale	0	2,499
Contingent consideration	2,478	0
Transfer of loans held-for-investment to held-for-sale	$ 0	$ 4,084

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLOCIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATION

TriState Capital Holdings, Inc. (“we”, “us”, “our” or the “Company”) is a registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended. The Company has three wholly-owned subsidiaries: TriState Capital Bank (the “Bank”), a Pennsylvania-chartered state bank; Chartwell Investment Partners, LLC (“Chartwell”), a registered investment advisor; and Chartwell TSC Securities Corp. (“CTSC Securities”), which is applying to be registered as a broker/dealer with the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”).

The Bank was established to serve the commercial banking and private banking needs of middle-market businesses and high-net-worth individuals. Chartwell provides investment management services to institutional, sub-advisory, and separately managed account clients and had assets under management of $10.80 billion as of September 30, 2016. CTSC Securities has a primary business of facilitating distribution and marketing efforts for the proprietary investment products provided by Chartwell, including shares of mutual funds advised and/or administered by Chartwell and private funds advised and/or administered by Chartwell.

Regulatory approval was received and the Bank commenced operations on January 22, 2007. The Company and the Bank are subject to regulatory examination by the Federal Deposit Insurance Corporation (“FDIC”), the Pennsylvania Department of Banking and Securities, and the Federal Reserve. Chartwell is a registered investment advisor regulated by the SEC. Chartwell was established through the acquisition of substantially all the assets of Chartwell Investment Partners, LP that was effective March 5, 2014. CTSC Securities was capitalized in May 2014, and once registered, will be a broker/dealer regulated by the SEC and FINRA.

The Bank conducts business through its main office located in Pittsburgh, Pennsylvania, as well as its four additional representative offices in Cleveland, Ohio; Philadelphia, Pennsylvania; Edison, New Jersey; and New York, New York. Chartwell conducts business through its office located in Berwyn, Pennsylvania and CTSC Securities will conduct business through its office located in Pittsburgh, Pennsylvania.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of related revenue and expense during the reporting period. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than those anticipated in the estimates, which could materially affect the financial results of our operations and financial condition.

The material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, valuation of goodwill and other intangible assets and its evaluation for impairment, and deferred income taxes and its related recoverability, which are discussed later in this section.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank, Chartwell and CTSC Securities, after elimination of inter-company accounts and transactions. The accounts of the Bank, in turn, include its wholly-owned subsidiary, Meadowood Asset Management, LLC, after elimination of inter-company accounts and transactions. The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to rules of the Securities and Exchange Commission for quarterly reports on form 10-Q and do not include all of the information and note disclosures required by GAAP for a full year presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures, considered necessary for the fair presentation of the accompanying consolidated financial statements, have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as cash, interest-earning deposits with other institutions, federal funds sold, and short-term investments that have an original maturity of 90 days or less.

INVESTMENT SECURITIES

The Company’s investments are classified as either: (1) held-to-maturity – debt securities that the Company intends to hold until maturity and are reported at amortized cost; (2) trading securities – debt and certain equity securities bought and held principally for the purpose of selling them in the near term and reported at fair value, with unrealized gains and losses included in earnings; or (3) available-for-sale – debt and certain equity securities not classified as either held-to-maturity or trading securities and reported at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), on an after-tax basis.

The cost of securities sold is determined on a specific identification basis. Amortization of premiums and accretion of discounts are recorded as interest income from investments over the life of the security utilizing the level yield method. We evaluate impaired investment securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt and equity securities, management first determines whether it intends to sell or if it is more-likely than not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. If the Company intends to sell a security with a fair value below amortized cost or if it is more-likely than not that it will be required to sell such a security before recovery, an other-than-temporary impairment (“OTTI”) charge is recorded through current period earnings for the full decline in fair value below amortized cost. For debt and equity securities that the Company does not intend to sell or it is more likely than not that it will not be required to sell before recovery, an OTTI charge is recorded through current period earnings for the amount of the valuation decline below amortized cost that is attributable to credit losses. The remaining difference between the security’s fair value and amortized cost (that is, the decline in fair value not attributable to credit losses) is recognized in other comprehensive income (loss), in the consolidated statements of comprehensive income and the shareholders’ equity section of the consolidated statements of financial condition, on an after-tax basis.

FEDERAL HOME LOAN BANK STOCK

The Company is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). Member institutions are required to invest in FHLB stock. The stock is carried at cost, which approximates its liquidation value, and it is evaluated for impairment based on the ultimate recoverability of the par value. The following matters are considered by management when evaluating the FHLB stock for impairment: the ability of the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; the impact of legislative and regulatory changes on the institution and its customer base; and the Company’s intent and ability to hold its FHLB stock for the foreseeable future. Management believes the Company’s holdings in the FHLB stock are recoverable at par value, as of September 30, 2016 and December 31, 2015. Cash and stock dividends are reported as interest income, in the consolidated statements of income.

LOANS

Loans and leases held-for investment are stated at unpaid principal balances, net of deferred loan fees and costs. Loans held-for-sale are stated at the lower of cost or fair value. Interest income on loans is accrued at the contractual rate on the principal amount outstanding and includes the amortization of deferred loan fees and costs. Deferred loan fees and costs are amortized to interest income over the life of the loan, taking into consideration scheduled payments and prepayments.

The Company considers a loan to be a Troubled Debt Restructuring (“TDR”) when there is a concession made to a financially troubled borrower without adequate consideration provided to the Company. Once a loan is deemed to be a TDR, the Company considers whether the loan should be placed in non-accrual status. In assessing accrual status, the Company considers the likelihood that repayment and performance according to the original contractual terms will be achieved, as well as the borrower’s historical payment performance. A loan is designated and reported as TDR until such loan is either paid-off or sold, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and it is fully expected that the remaining principal and interest will be collected according to the restructured agreement.

The recognition of interest income on a loan is discontinued when, in management’s opinion, it is probable the borrower is unable to meet payments as they become due or when the loan becomes 90 days past due, whichever occurs first. All accrued and unpaid interest on such loans is reversed. Such interest ultimately collected is applied to reduce principal if there is doubt about the collectability of principal. If a borrower brings a loan current for which accrued interest has been reversed, then the recognition of interest income on the loan is resumed, once the loan has been current for a period of six consecutive months or greater.

The Company is a party to financial instruments with off-balance sheet risk (commitments to extend credit) in the normal course of business to meet the financing needs of its customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses (i.e. demand loans) and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the unfunded commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis using the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Company upon extension of a commitment, is based on management’s credit evaluation of the borrower.

OTHER REAL ESTATE OWNED

Real estate owned, other than bank premises, is recorded at fair value less estimated selling costs. Fair value is determined based on an independent appraisal. Expenses related to holding the property are charged against earnings when incurred. Depreciation is not recorded on the other real estate owned (“OREO”) properties.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through provisions for loan losses that are charged to operations. Loans are charged against the allowance for loan losses when management believes that the principal is uncollectible. If, at a later time, amounts are recovered with respect to loans previously charged off, the recovered amount is credited to the allowance for loan losses.

The allowance is appropriate, in management’s judgment, to cover probable losses inherent in the loan portfolio as of September 30, 2016 and December 31, 2015. Management’s judgment takes into consideration general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. Although management believes it has used the best information available to it in making such determinations, and that the present allowance for loan losses is adequate, future adjustments to the allowance may be necessary, and net income may be adversely affected if circumstances differ substantially from the assumptions used in determining the level of the allowance. In addition, as an integral part of their periodic examination, certain regulatory agencies review the adequacy of the Bank’s allowance for loan losses and may direct the Bank to make additions to the allowance based on their judgments about information available to them at the time of their examination.

The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (“ASC”) Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages, consumer lines of credit and commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial and consumer loans that are individually evaluated for impairment.

Under ASC Topic 310, a loan is impaired, based upon current information and events, in management’s opinion, when it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest, or if a loan is designated as a TDR. Management performs individual assessments of impaired loans to determine the existence of loss exposure based upon a discounted cash flows method or where a loan is collateral dependent, based upon the fair value of the collateral less estimated selling costs.

In estimating probable loan loss under ASC Topic 450 management considers numerous factors, including historical charge-offs and subsequent recoveries. Management also considers, but is not limited to, qualitative factors that influence our credit quality, such as delinquency and non-performing loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, management considers the impact of changes in current local and regional economic conditions in the markets that we serve. Assessment of relevant economic factors indicates that some of the Company’s primary markets historically tend to lag the national economy, with local economies in our primary market areas also improving or weakening, as the case may be, but at a more measured rate than the national trends.

Management bases the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is based on the inherent risk identified by management within each of the Company’s three loan portfolios based on the historical loss experience of each loan portfolio and the loss emergence period. Management has developed a methodology that is applied to each of the three primary loan portfolios, consisting of commercial and industrial, commercial real estate and private banking. As the loan loss history, mix and risk ratings of each loan portfolio change, the primary factor adjusts accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each loan portfolio. The secondary factor is intended to capture risks related to events and circumstances that management believes have an impact on the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage that drives the secondary factor. There are nine risk factors and each risk factor is assigned a reserve level based on management’s judgment as to the probable impact of each risk factor on each loan portfolio and is monitored on a quarterly basis. As the trend in any risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio.

The Company also maintains a reserve for losses on unfunded commitments. This reserve is reflected as a component of other liabilities and, in management’s judgment, is sufficient to cover probable losses inherent in the commitments. Management tracks the level and trends in unused commitments and takes into consideration the same factors as those considered for purposes of the allowance for loan losses on outstanding loans.

INVESTMENT MANAGEMENT FEES

The Company recognizes investment management fee revenue when the advisory services are performed. Fees are based on assets under management and are calculated pursuant to individual client contracts. Investment management fees are generally paid on a quarterly basis. In a limited number of cases, the Company may earn a performance fee based on investment performance achieved versus a stated benchmark. Performance fees are included in investment management fee revenue in the consolidated statements of income.

Investment management fees receivable represent amounts due for contractual investment management services provided to the Company’s clients, primarily institutional investors, mutual funds and individual investors. Management performs credit evaluations of its customers’ financial condition when it is deemed to be necessary, and does not require collateral. The Company provides an allowance for uncollectible accounts based on specifically identified receivables. Investment management fees receivable are considered delinquent when payment is not received within contractual terms and are charged off against the allowance for uncollectible accounts when management determines that recovery is unlikely and the Company ceases its collection efforts. There was no bad debt expense recorded for the nine months ended September 30, 2016 and 2015, and there was no allowance for uncollectible accounts recorded as of September 30, 2016 and December 31, 2015.

BUSINESS COMBINATIONS

The Company accounts for business combinations using the acquisition method of accounting. Under this method of accounting, the acquired company’s net assets are recorded at fair value as of the date of acquisition, and the results of operations of the acquired company are combined with our results from that date forward. Acquisition costs are expensed when incurred. The difference between the purchase price and the fair value of the net assets acquired (including identified intangibles) is recorded as goodwill. The change in the initial estimate of any contingent earnout amounts is reflected in the consolidated statements of income.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is not amortized and is subject to at least annual assessments for impairment by applying a fair value based test. The Company reviews goodwill annually and again at any quarter-end if a material event occurs during the quarter that may affect goodwill. If goodwill testing is required, an assessment of qualitative factors can be completed before performing the two step goodwill impairment test. If an assessment of qualitative factors determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then the two step goodwill impairment test is not required. Goodwill is evaluated for potential impairment by determining if our fair value has fallen below carrying value.

Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Other intangible assets that have finite lives, such as trade name, certain client relationships and non-compete agreements are amortized over their estimated useful lives. These finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to twenty-five years. Other intangible assets that have indefinite lives, such as certain client relationships, are not amortized. All other intangibles are evaluated for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements, which are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Estimated useful lives are dependent upon the nature and condition of the asset and range from three to ten years. Repairs and maintenance are charged to expense as incurred, while improvements that extend the useful life are capitalized and depreciated to operating expense over the estimated remaining life of the asset. When the Bank receives an allowance for improvements to be made to one of its leased offices, we record the allowance as a deferred liability and recognize it as a reduction to rent expense over the life of the related lease.

BANK OWNED LIFE INSURANCE

Bank owned life insurance (“BOLI”) policies on certain officers and employees are recorded at net cash surrender value on the consolidated statements of financial condition. Upon termination of the BOLI policy the Company receives the cash surrender value. BOLI benefits are payable to the Company upon death of the insured. Changes in net cash surrender value are recognized as non-interest income in the consolidated statements of income.

DEPOSITS

Deposits are stated at principal outstanding and interest on deposits is accrued and charged to interest expense daily and is paid or credited in accordance with the terms of the respective accounts.

BORROWINGS

The Company records FHLB advances and subordinated notes payable at their principal amount net of debt issuance costs, per ASU 2015-03. Interest expense is recognized based on the coupon rate of the obligations. Costs associated with the acquisition of subordinated notes payable are amortized to interest expense over the expected term of the borrowing.

EARNINGS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, excluding non-vested restricted stock. Diluted EPS reflects the potential dilution of upon the exercise of stock options and vesting of restricted stock awards granted utilizing the treasury stock method.

INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses all available evidence to determine the amount of deferred tax assets that are more-likely-than-not to be realized. The available evidence used in connection with the assessments includes taxable income in prior periods, projected taxable income, potential tax planning strategies and projected reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo significant change. Changes to the evidence used in the assessments could have a material adverse effect on the Company’s results of operations in the period in which they occur. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of income.

DERIVATIVES AND HEDGING ACTIVITIES

The Company accounts for derivative instruments and hedging activities in accordance with FASB ASC Topic 815, Derivatives and Hedging. All derivatives are evaluated at inception as to whether or not they are hedging or non-hedging activities, and appropriate documentation is maintained to support the final determination. All derivatives are recognized as either assets or liabilities on the consolidated statements of financial condition and measured at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item. For derivatives designated as cash flow hedges, changes in fair value of the effective portion of the cash flow hedges are reported in accumulated other comprehensive income (loss). When the cash flows associated with the hedged item are realized, the gain or loss included in accumulated other comprehensive income (loss) is recognized in the consolidated statement of income. The Company also has interest derivative positions that are not designated as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

FAIR VALUE MEASUREMENT

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date, using assumptions market participants would use when pricing an asset or liability. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Fair value measurement and disclosure guidance provides a three-level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances, on a non-recurring basis.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation awards based on estimated fair values, for all share-based awards, including stock options and restricted shares, made to employees and directors.

The Company accounts for stock-based employee compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation. As a result, compensation cost for all share-based payments is based on the grant-date fair value estimated in accordance with ASC Topic 718. The value of the portion of the award that is ultimately expected to vest is included in stock-based employee compensation cost in the consolidated statements of income and recorded as a component of additional paid-in capital, for equity-based awards. Compensation expense for all awards is recognized on a straight-line basis over the requisite service period for the entire grant.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized holding gains (losses) and the non-credit component of losses on the Company’s investment securities available-for-sale are included in accumulated other comprehensive income (loss), net of applicable income taxes. Also included in accumulated other comprehensive income (loss) is the remaining unamortized balance of the unrealized holding gains (non-credit losses), net of applicable income taxes, that existed on the transfer date for investment securities reclassified into the held-to-maturity category from the available-for-sale category.

Unrealized holding gains (losses) on the effective portion of the Company’s cash flow hedge derivatives are included in accumulated other comprehensive income (loss), net of applicable income taxes, which will be reclassified to interest expense as interest payments are made on the Company’s debt.

TREASURY STOCK

The repurchase of the Company’s common stock is recorded at cost. At the time of reissuance, the treasury stock account is reduced using the average cost method. Gains and losses on the reissuance of common stock are recorded in additional paid-in capital, to the extent additional paid-in capital from any previous net gains on treasury share transactions exists. Any net deficiency is charged to retained earnings.

RECENT ACCOUNTING DEVELOPMENTS

In September of 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses eight classification issues related to the statement of cash flows. The eight classification issues are as follows: debt prepayment or debt extinguishment costs; settlement of zero-coupon bonds; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the ASU in an interim period, adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Entities should apply this ASU using a retrospective transition method to each period presented. If it is impracticable for an entity to apply the ASU retrospectively for some of the issues, it may apply the amendments for those issues prospectively as of the earliest date practicable. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. The changes are effective for public business entities that are SEC filers, for annual and interim periods in fiscal years beginning after December 15, 2019. All entities may early adopt the standard for annual and interim periods in fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes seven aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes; (6) practical expedient - expected term (nonpublic only); and (7) intrinsic value (nonpublic only). The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. Even if an entity early adopts the amendments after the first interim period, the adoption date is as of the beginning of the year for the issues adopted by the cumulative-effect and prospective methods. Any adjustments to previously reported interim periods of that fiscal year should be included in the year-to-date results. If those previously reported interim results appear in any future filings, they are reported on the revised basis. The Company chose to early adopt ASU 2016-09 in September 2016, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASC paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. ASU 2016-06 is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim period for which the entity’s financial statements have not been issued but would be retroactively applied to the beginning of the year that includes that interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies that a change in one of the parties to a derivative contract (through novation) that is part of a hedge accounting relationship does not, by itself, require dedesignation of that relationship, as long as all other hedge accounting criteria continue to be met. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which, among other things, requires lessees to recognize most leases on-balance sheet. This will increase their reported assets and liabilities - in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes Topic 840, Leases. ASU 2016-02 is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for annual and interim periods in fiscal years beginning after December 15, 2018. This ASU mandates a modified retrospective transition method for all entities. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which will significantly change the income statement impact of equity investments, and the recognition of changes in fair value of financial liabilities when the fair value option is elected. The ASU is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” This ASU eliminated the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The ASU was effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Correction and Improvements,” which, among other things, corrects the initial codification of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (as Amended by FASB Statement No. 166, Accounting for Transfers of Financial Assets).” The initial codification inadvertently added the word “public” to paragraph 860-10-50-7, which was not in the original guidance. The ASU also clarifies that the requirement relates to “involvement by others”. This amendment in ASU 2015-10 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-10 did not have a material impact on the Company’s consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” This ASU eliminated the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Reporting entities were required to adopt the ASU retrospectively. The effective date for public business entities was fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-07 did not have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs were not affected by the amendments in this update. For public business entities, the amendments in this update were effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity was required to comply with the applicable disclosures for a change in an accounting principle. These disclosures included the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that had been retrospectively adjusted, and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 did not have a material impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This ASU changed the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminated the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The new consolidation guidance was effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. At the effective date, all previous consolidation analyses that the guidance affects was required to be reconsidered. This included the consolidation analyses for all VIEs and for all limited partnerships and similar entities that previously were consolidated by the general partner even though the entities were not VIEs. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASUeliminated the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU did not affect disclosure guidance for events or transactions that are unusual in nature or infrequent in their occurrence. The ASU was effective for interim and annual periods in fiscal years beginning after December 15, 2015. The ASU allowed prospective or retrospective application. The effective date was the same for both public entities and all other entities. The adoption of ASU 2015-01 did not have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815),” required an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument issued in the form of a share, including the embedded derivative feature that is being evaluated for separate accounting from the host contract when evaluating whether the host contract is more akin to debt or equity. In evaluating the stated and implied substantive terms and features, the existence or omission of any single term or feature does not necessarily determine the economic characteristics and risks of the host contract. Although an individual term or feature may weigh more heavily in the evaluation on the basis of facts and circumstances, an entity should use judgment based on an evaluation of all the relevant terms and features. This ASU was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The effects of initially adopting the amendments should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendment is effective. Retrospective application was permitted to all relevant prior periods. The adoption of ASU 2014-16 did not have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU describes how an entity’s management should assess whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management should consider both quantitative and qualitative factors in making its assessment. If after considering management’s plans, substantial doubt about an entity’s going concern is alleviated, an entity shall disclose information in the footnotes that enables the users of the financial statements to understand the events that raised the going concern and how management’s plan alleviated this concern. If after considering management’s plans, substantial doubt about an entity’s going concern is not alleviated, the entity shall disclose in the footnotes indicating that a substantial doubt about the entity’s going concern exists within one year of the date of the issued financial statements. Additionally, the entity shall disclose the events that led to this going concern and management’s plans to mitigate them. The new standard applies to all entities for the first annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performing Target Could Be Achieved after the Requisite Service Period.” This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A reporting entity should apply FASB ASC Topic 718, Compensation-Stock Compensation, to awards with performance conditions that affect vesting. This update was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, for all entities. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The adoption of ASU 2014-12 did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of this update is that an entity should recognize revenue to depict the transfer of promised 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. ASU 2014-09 establishes a five-step model that entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. Per ASU 2015-14, this update is effective for annual periods and interim periods within fiscal years beginning after December 15, 2017, for public business entities, certain employee benefit plans, and certain not-for-profit entities applying U.S. GAAP. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

RECLASSIFICATION

Certain items previously reported have been reclassified to conform with the current year’s reporting presentation and are considered immaterial.

XML

Business Combinations

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

BUSINESS COMBINATIONS

[2] BUSINESS COMBINATIONS

On April 29, 2016, TriState Capital Holdings, Inc. through its wholly-owned subsidiary, Chartwell Investment Partners, LLC, completed the acquisition of substantially all of the assets of The Killen Group, Inc. (the "TKG acquisition"), an investment management firm with approximately $2.02 billion in assets under management. Under the terms of the Asset Purchase Agreement substantially all of the assets of The Killen Group, Inc. (“TKG”) were acquired for a purchase price consisting of $15.0 million paid in cash at closing based on five-times a base EBITDA (earnings before interest, taxes, depreciation and amortization) of $3.0 million plus an earnout. The earnout, while not limited under the terms of the Asset Purchase Agreement, will be calculated based on a multiple of seven-times the incremental growth in TKG's annual run-rate EBITDA over $3.0 million at December 31, 2016. The earnout was estimated, at closing, to be approximately $3.7 million based on the estimated annual run-rate EBITDA of TKG at December 31, 2016. Any change to the earnout calculation from the estimated $3.7 million recorded at closing, will be recorded in the statement of income in the period in which it is deemed probable to occur. The foregoing summary of the Asset Purchase Agreement and the transactions contemplated by it does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which was included as Exhibit 2.2 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016, the terms of which Agreement are incorporated herein by reference.

The following table summarizes total consideration at closing, assets acquired and liabilities assumed for the TKG acquisition on April 29, 2016:

(Dollars in thousands)	TKG Acquisition
Consideration paid:
Cash	$	15,000
Estimated earnout, at closing	3,687
Fair value of total consideration	$	18,687
Fair value of assets acquired:
Cash and cash equivalents	$	905
Investment management fees receivable	912
Office properties and equipment	20
Other assets	106
Total assets acquired	1,943
Fair value of liabilities assumed:
Other liabilities	1,402
Total liabilities assumed	1,402
Fair value net identifiable assets acquired	541
Intangible assets acquired	13,585
Goodwill	4,561
Total net assets purchased	$	18,687

During the three months ended September 30, 2016, the fair value of the estimated acquisition earnout was decreased by $1.2 million based on management’s estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016. This adjustment to the earnout was credited to non-interest expense during the three months ended September 30, 2016. The acquisition earnout liability was $2.5 million as of September 30, 2016.

In connection with the TKG acquisition, total acquisition-related transaction costs incurred by TriState Capital were approximately $601,000 during 2015 and $1,000 during the nine months ended September 30, 2016, which were comprised primarily of legal, advisory and other costs.

Since the acquisition, the TKG acquired operations contributed revenues of $4.6 million and approximate earnings of $818,000 (excluding the earnout adjustment as discussed above) which were included in the consolidated statement of income for the nine months ended September 30, 2016.

Goodwill is not amortized for book purposes, but is deductible for tax purposes. The following table shows the amount of other intangible assets acquired through the TKG acquisition on April 29, 2016, by class and estimated useful life.

(Dollars in thousands)	Gross Amount		Estimated Useful Life (months)
Trade name	$	2,850	300
Client Relationships:
Sub-advisory client list	330		132
Separate managed accounts client list	715		168
Non-compete agreements	390		48
Total finite-lived intangibles	$	4,285	242
Client Relationships:
Mutual fund client list	9,300		Indefinite life
Total intangibles assets	$	13,585

The following table presents unaudited pro forma financial information which combines the historical consolidated statements of income of the Company and The Killen Group, Inc. to give effect to the acquisition as if it had occurred on January 1, 2015, for the periods indicated.

	Pro Forma
	Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015
Total revenue	$	91,815	$	88,733
Net income	$	21,780	$	17,470
Earnings per common share:
Basic	$	0.79	$	0.63
Diluted	$	0.77	$	0.62

Total revenue is defined as net interest income and non-interest income, excluding gains and losses on the sale and call of investment securities. Pro forma adjustments include intangible amortization expense and income tax expense.

XML

Investment Securities

9 Months Ended

Sep. 30, 2016

Investments, Debt and Equity Securities [Abstract]

INVESTMENT SECURITIES

INVESTMENT SECURITIES

Investment securities available-for-sale and held-to-maturity are comprised of the following:

	September 30, 2016
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	59,034	$	512	$	5	$	59,541
Trust preferred securities	17,678		—		631		17,047
Non-agency mortgage-backed securities	5,750		9		—		5,759
Non-agency collateralized loan obligations	16,376		2		43		16,335
Agency collateralized mortgage obligations	45,724		49		198		45,575
Agency mortgage-backed securities	25,526		353		21		25,858
Agency debentures	4,749		—		6		4,743
Equity securities	8,567		—		291		8,276
Total investment securities available-for-sale	183,404		925		1,195		183,134
Investment securities held-to-maturity:
Corporate bonds	25,695		631		10		26,316
Municipal bonds	25,282		595		—		25,877
Total investment securities held-to-maturity	50,977		1,226		10		52,193
Total	$	234,381	$	2,151	$	1,205	$	235,327

	December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	43,952	$	18	$	237	$	43,733
Trust preferred securities	17,579		—		978		16,601
Non-agency mortgage-backed securities	5,756		—		13		5,743
Non-agency collateralized loan obligations	11,843		—		132		11,711
Agency collateralized mortgage obligations	49,544		92		265		49,371
Agency mortgage-backed securities	28,586		270		187		28,669
Agency debentures	4,719		13		—		4,732
Equity securities	8,358		—		599		7,759
Total investment securities available-for-sale	170,337		393		2,411		168,319
Investment securities held-to-maturity:
Corporate bonds	19,448		498		84		19,862
Agency debentures	2,453		19		—		2,472
Municipal bonds	25,389		377		1		25,765
Total investment securities held-to-maturity	47,290		894		85		48,099
Total	$	217,627	$	1,287	$	2,496	$	216,418

The equity securities noted in the tables above consist of short-duration, corporate bond mutual funds.

Income on investment securities included $1.1 million in taxable interest income, $107,000 in non-taxable interest income and $215,000 in dividend income for the three months ended September 30, 2016, as compared to taxable interest income of $825,000, non-taxable interest income of $109,000 and dividend income of $106,000 for the three months ended September 30, 2015.

Income on investment securities included $3.1 million in taxable interest income, $338,000 in non-taxable interest income and $552,000 in dividend income for the nine months ended September 30, 2016, as compared to taxable interest income of $2.1 million, non-taxable interest income of $297,000 and dividend income of $473,000 for the nine months ended September 30, 2015.

As of September 30, 2016, the contractual maturities of the debt securities are:

	September 30, 2016
	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	21,997	$	22,024	$	—	$	—
Due from one to five years	38,254		38,731		15,172		15,683
Due from five to ten years	19,738		19,729		34,897		35,550
Due after ten years	94,848		94,374		908		960
Total debt securities	$	174,837	$	174,858	$	50,977	$	52,193

Included in the $94.4 million fair value of debt securities available-for-sale with a contractual maturity due after ten years as of September 30, 2016, were $82.6 million, or 87.6%, in floating-rate securities. Included in the $34.9 million amortized cost of debt securities held-to-maturity with a contractual maturity due from five to ten years as of September 30, 2016, were $14.3 million that have call provisions in one to five years that would either mature, if called, or become floating-rate securities after the call date.

Prepayments may shorten the contractual lives of the collateralized mortgage obligations, mortgage-backed securities and collateralized loan obligations.

Proceeds from the sale of investment securities available-for-sale during the three months ended September 30, 2016 and 2015, were $1.7 million and $0, respectively. During the three months ended September 30, 2016, net gains of $14,000 on these sales were comprised of gross gains of $14,000 and gross losses of $0, which were realized and reclassified out of accumulated other comprehensive income (loss). During the three months ended September 30, 2015, there were no gross gains and no gross losses realized.

Proceeds from the sale of investment securities available-for-sale during the nine months ended September 30, 2016 and 2015, were $4.7 million and $9.7 million, respectively. During the nine months ended September 30, 2016, net gains of $31,000 on these sales were comprised of gross gains of $34,000 and gross losses of $3,000, which were realized and reclassified out of accumulated other comprehensive income (loss). During the nine months ended September 30, 2015, net gains of $17,000 on these sales were comprised of gross gains of $34,000 and gross losses of $17,000, which were realized and reclassified out of accumulated other comprehensive income (loss).

During the nine months ended September 30, 2016, there was an investment security held-to-maturity of $2.5 million, which was called and gross gains of $46,000 was realized on this call and reclassified out of accumulated other comprehensive income (loss).

Investment securities available-for-sale of $5.4 million, as of September 30, 2016, were held in safekeeping at the FHLB and were included in the calculation of borrowing capacity.

The following tables show the fair value and gross unrealized losses on temporarily impaired investment securities available-for-sale and held-to-maturity, by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of September 30, 2016 and December 31, 2015, respectively:

	September 30, 2016
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	2,526	$	5	$	—	$	—	$	2,526	$	5
Trust preferred securities	—		—		17,047		631		17,047		631
Non-agency collateralized loan obligations	1,349		38		9,988		5		11,337		43
Agency collateralized mortgage obligations	9,458		34		30,887		164		40,345		198
Agency mortgage-backed securities	1,513		21		—		—		1,513		21
Agency debentures	4,743		6		—		—		4,743		6
Equity securities	—		—		8,276		291		8,276		291
Total investment securities available-for-sale	19,589		104		66,198		1,091		85,787		1,195
Investment securities held-to-maturity:
Corporate bonds	1,990		10		—		—		1,990		10
Total investment securities held-to-maturity	1,990		10		—		—		1,990		10
Total temporarily impaired securities	$	21,579	$	114	$	66,198	$	1,091	$	87,777	$	1,205

	December 31, 2015
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	23,582	$	155	$	6,460	$	82	$	30,042	$	237
Trust preferred securities	8,076		471		8,526		507		16,602		978
Non-agency mortgage-backed securities	—		—		5,743		13		5,743		13
Non-agency collateralized loan obligations	9,859		132		—		—		9,859		132
Agency collateralized mortgage obligations	25,566		151		11,836		114		37,402		265
Agency mortgage-backed securities	1,469		15		10,811		172		12,280		187
Equity securities	—		—		7,759		599		7,759		599
Total investment securities available-for-sale	68,552		924		51,135		1,487		119,687		2,411
Investment securities held-to-maturity:
Corporate bonds	9,863		84		—		—		9,863		84
Municipal bonds	571		1		—		—		571		1
Total investment securities held-to-maturity	10,434		85		—		—		10,434		85
Total temporarily impaired securities	$	78,986	$	1,009	$	51,135	$	1,487	$	130,121	$	2,496

The change in the fair values of our municipal bonds, agency collateralized mortgage obligation and agency mortgage-backed securities are primarily the result of interest rate fluctuations. To assess for impairment on municipal bonds, corporate bonds, single-issuer trust preferred securities, non-agency mortgage-backed securities, non-agency collateralized loan obligations and certain equity securities, management evaluates the underlying issuer’s financial performance and the related credit rating information through a review of publicly available financial statements and other publicly available information. This review did not identify any issues related to the ultimate repayment of principal and interest on these securities. In addition, the Company has the ability and intent to hold the securities in an unrealized loss position until recovery of their amortized cost. Based on this, the Company considers all of the unrealized losses to be temporary impairment losses. Within the available-for-sale portfolio, there were 26 positions, aggregating to $1.2 million in unrealized losses that were temporarily impaired as of September 30, 2016, of which 14 positions were in an unrealized loss position for more than twelve months totaling $1.1 million. As of December 31, 2015, there were 36 positions, aggregating to $2.4 million in unrealized losses that were temporarily impaired, of which 14 positions were in an unrealized loss position for more than twelve months totaling $1.5 million. Within the held-to-maturity portfolio, there was one position, aggregating to $10,000 in unrealized losses that was temporarily impaired as of September 30, 2016, of which no positions were in an unrealized loss position for more than twelve months. As of December 31, 2015, there were six positions, aggregating to $85,000 in unrealized losses that were temporarily impaired, of which no positions were in an unrealized loss position for more than twelve months.

There were no investment securities classified as trading securities outstanding as of September 30, 2016 and December 31, 2015, respectively. There was no activity in investment securities classified as trading during the nine months ended September 30, 2016 and 2015.

There was $9.2 million and $9.8 million in FHLB stock outstanding as of September 30, 2016 and December 31, 2015, respectively. There were $570,000 of net redemptions in FHLB stock during the nine months ended September 30, 2016, and $2.3 million of net purchases during the nine months ended September 30, 2015.

XML

Loans

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

LOANS

LOANS

The Company generates loans through the middle-market and private banking channels. These channels provide risk diversification and offer significant growth opportunities. The middle-market banking channel consists of our commercial and industrial (“C&I”) and commercial real estate (“CRE”) loan portfolios that serve middle-market businesses and real estate developers. The private banking channel includes loans secured by cash, marketable securities and other asset-based loans to executives, high-net-worth individuals, trusts and businesses, many of whom we source through referral relationships with independent broker/dealers, wealth managers, family offices, trust companies and other financial intermediaries.

Loans held-for-investment were comprised of the following:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	565,986		$	1,024,594		$	1,583,817		$	3,174,397
Deferred loan (fees) costs	(284		)	(2,662		)	3,202			256
Loans held-for-investment, net of deferred fees	565,702			1,021,932			1,587,019			3,174,653
Allowance for loan losses	(13,516		)	(5,108		)	(1,587		)	(20,211		)
Loans held-for-investment, net	$	552,186		$	1,016,824		$	1,585,432		$	3,154,442

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	634,857		$	864,863		$	1,341,988		$	2,841,708
Deferred loan (fees) costs	(625		)	(2,675		)	2,876			(424		)
Loans held-for-investment, net of deferred fees	634,232			862,188			1,344,864			2,841,284
Allowance for loan losses	(11,064		)	(5,344		)	(1,566		)	(17,974		)
Loans held-for-investment, net	$	623,168		$	856,844		$	1,343,298		$	2,823,310

The Company’s customers have unused loan commitments. Often these commitments are not fully utilized and therefore the total amount does not necessarily represent future cash requirements. The amount of unfunded commitments, including standby letters of credit, as of September 30, 2016 and December 31, 2015, was $1.61 billion and $1.27 billion, respectively. The interest rate for each commitment is based on the prevailing market conditions at the time of funding. The lending commitment maturities as of September 30, 2016, were as follows: $1.32 billion in one year or less; $176.9 million in one to three years; and $117.6 million in greater than three years. The reserve for losses on unfunded commitments was $697,000 and $546,000 as of September 30, 2016 and December 31, 2015, respectively, which includes reserves for probable losses on unfunded loan commitments, including standby letters of credit and also risk participations.

Included in the unfunded commitment totals listed above, were loans in the process of origination totaling approximately $53.5 million and $31.1 million as of September 30, 2016 and December 31, 2015, respectively, which extend over varying periods of time.

The Company issues standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. The Company would be required to perform under the standby letters of credit when drawn upon by the guaranteed party in the case of non-performance by the Company’s customer. Collateral may be obtained based on management’s credit assessment of the customer. The amount of unfunded commitments related to standby letters of credit as of September 30, 2016 and December 31, 2015, included in the total listed above, was $82.3 million and $89.9 million, respectively. Should the Company be obligated to perform under the standby letters of credit the Company will seek repayment from the customer for amounts paid. As of September 30, 2016, $44.1 million in standby letters of credit will expire within one year, while the remaining standby letters of credit will expire in periods greater than one year. During the nine months ended September 30, 2016, there was one draw on a standby letter of credit totaling $100,000, which was immediately repaid by the borrower. During the nine months ended September 30, 2015, there were two draws on a standby letters of credit totaling $146,000, which were immediately repaid by the borrower or converted to an outstanding loan based on the contractual terms. Most of these commitments are expected to expire without being drawn upon and the total amount does not necessarily represent future cash requirements. The probable liability for losses on standby letters of credit was included in the reserve for losses on unfunded commitments.

The Company has entered into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution counterparties should the customers fail to perform on their interest rate derivative contracts. The potential liability for outstanding obligations was included in the reserve for losses on unfunded commitments.

XML

Allowance for Loan Losses

9 Months Ended

Sep. 30, 2016

Allowance for Loan Losses [Abstract]

ALLOWANCE FOR LOAN LOSSES

ALLOWANCE FOR LOAN LOSSES

Our allowance for loan losses represents our estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off or when the credit history of any of the three loan portfolios improves. Management evaluates the adequacy of the allowance quarterly, and in doing so relies on various factors including, but not limited to, assessment of historical loss experience, delinquency and non-accrual trends, portfolio growth, underlying collateral coverage and current economic conditions. This evaluation is subjective and requires material estimates that may change over time. In addition, management evaluates the overall methodology for the allowance for loan losses on an annual basis. The calculation of the allowance for loan losses takes into consideration the inherent risk identified within each of the Company’s three primary loan portfolios, commercial and industrial, commercial real estate and private banking. In addition, management takes into account the historical loss experience of each loan portfolio, to ensure that the resultant allowance for loan losses is sufficient to cover probable losses inherent in such loan portfolios. Refer to Note 1, Summary of Significant Accounting Policies, for more details on the Company’s allowance for loan losses policy.

The following discusses key characteristics and risks within each primary loan portfolio:

Middle-Market Banking: Commercial and Industrial Loans. This loan portfolio primarily includes loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing, acquisitions and recapitalizations. Cash flow from the borrower’s operations is the primary source of repayment for these loans, except for certain commercial loans that are secured by cash and marketable securities.

The industry of the borrower is an important indicator of risk, but there are also more specific risks depending on the condition of the local/regional economy. Collateral for these types of loans at times does not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt. Any C&I loans collateralized by cash and marketable securities are treated the same as private banking loans for purposes of the allowance for loan loss calculation. In addition, shared national credit loans that also involve a private equity sponsor are combined as a homogeneous group and evaluated separately based on the historical loss trend of such loans.

Middle-Market Banking: Commercial Real Estate Loans.This loan portfolio includes loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes including office, retail, industrial, multifamily and hospitality. Individual project cash flows, global cash flows and liquidity from the developer, or the sale of the property are the primary sources of repayment for these loans. Also included are commercial construction loans to finance the construction or renovation of structures as well as to finance the acquisition and development of raw land for various purposes. The increased level of risk of these loans is generally confined to the construction period. If there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal.

The underlying purpose/collateral of the loans is an important indicator of risk for this loan portfolio. Additional risks exist and are dependent on several factors such as the condition of the local/regional economy, whether or not the project is owner occupied, the type of project, and the experience and resources of the developer.

Private Banking Loans. Our private banking lending activities are conducted on a national basis. This loan portfolio primarily includes loans made to high-net-worth individuals, trusts and businesses that are typically secured by cash and marketable securities. Some loans are secured by residential real estate or other financial assets. The portfolio also has lines of credit and unsecured loans. The primary sources of repayment for these loans are the income and/or assets of the borrower.

The underlying collateral is the most important indicator of risk for this loan portfolio. The overall lower risk profile of this portfolio is driven by loans secured by cash and marketable securities, which was 90.5% and 87.8% of total private banking loans as of September 30, 2016 and December 31, 2015, respectively.

Management further assesses risk within each loan portfolio using key inherent risk differentiators. The components of the allowance for loan losses represent estimates based upon ASC Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310. Impaired loans are individually evaluated for impairment under ASC Topic 310.

On a monthly basis, management monitors various credit quality indicators for both the commercial and consumer loan portfolios, including delinquency, non-performing status, changes in risk ratings, changes in the underlying performance of the borrowers and other relevant factors. On a daily basis, the Company monitors the collateral of margin loans secured by cash and marketable securities within the private banking portfolio, which further reduces the risk profile of that portfolio. Refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy for determining past due status of loans.

Management continually monitors the loan portfolio through its internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and, for our loans secured by marketable securities, the quality of the collateral. Loan risk ratings are reviewed on an ongoing basis according to internal policies. Loans within the pass rating are believed to have a lower risk of loss than loans risk rated as special mention, substandard and doubtful, which are believed to have an increasing risk of loss.

The Company’s risk ratings are consistent with regulatory guidance and are as follows:

Pass – The loan is currently performing in accordance with its contractual terms.

Special Mention – A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in our credit position at some future date. Economic and market conditions, beyond the customer’s control, may in the future necessitate this classification.

Substandard – A substandard loan is not adequately protected by the net worth and/or paying capacity of the obligor or by the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – A doubtful loan has all the weaknesses inherent in a loan categorized 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.

The following tables present the recorded investment in loans by credit quality indicator:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	518,100	$	1,019,508	$	1,586,462	$	3,124,070
Special mention	19,282		2,424		—		21,706
Substandard	28,320		—		557		28,877
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	585,561	$	858,396	$	1,342,813	$	2,786,770
Special mention	31,863		880		—		32,743
Substandard	15,835		2,912		2,051		20,798
Doubtful	973		—		—		973
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

Changes in the allowance for loan losses were as follows for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	10,841	$	4,872		$	1,502	$	17,215
Provision (credit) for loan losses	2,548		(3,175		)	85		(542		)
Charge-offs	—		—			—		—
Recoveries	127		3,411			—		3,538
Balance, end of period	$	13,516	$	5,108		$	1,587	$	20,211

	Three Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	14,621		$	4,749	$	2,037		$	21,407
Provision (credit) for loan losses	(1,579		)	980		(742		)	(1,341		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	770			—		—			770
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

There were no charge-offs and $3.5 million of recoveries on three C&I loans and one CRE loan for the three months ended September 30, 2016. There was a charge-off of $1.5 million on one C&I loan and $770,000 of recoveries on two C&I loans for the three months ended September 30, 2015.

Changes in the allowance for loan losses were as follows for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	11,064		$	5,344		$	1,566	$	17,974
Provision (credit) for loan losses	3,286			(3,647		)	21		(340		)
Charge-offs	(1,542		)	—			—		(1,542		)
Recoveries	708			3,411			—		4,119
Balance, end of period	$	13,516		$	5,108		$	1,587	$	20,211

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	13,501		$	4,755	$	2,017		$	20,273
Provision (credit) for loan losses	(470		)	974		(735		)	(231		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	781			—		13			794
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

There was a charge-off of $1.5 million on one C&I loan and $4.1 million of recoveries on six C&I loans and one CRE loan for the nine months ended September 30, 2016. There was a charge-off of $1.5 million on one C&I loan and $794,000 of recoveries on four C&I loans and one private banking loan for the nine months ended September 30, 2015.

The following tables present the age analysis of past due loans segregated by class of loan:

	September 30, 2016
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	—	$	565,702	$	565,702
Commercial real estate	—		—		—		—		1,021,932		1,021,932
Private banking	—		—		224		224		1,586,795		1,587,019
Loans held-for-investment	$	—	$	—	$	224	$	224	$	3,174,429	$	3,174,653

	December 31, 2015
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	976	$	976	$	633,256	$	634,232
Commercial real estate	—		—		2,912		2,912		859,276		862,188
Private banking	—		—		1,431		1,431		1,343,433		1,344,864
Loans held-for-investment	$	—	$	—	$	5,319	$	5,319	$	2,835,965	$	2,841,284

Non-Performing and Impaired Loans

Management monitors the delinquency status of the loan portfolio on a monthly basis. Loans were considered non-performing when interest and principal were 90 days or more past due or management has determined that it is probable the borrower is unable to meet payments as they become due. The risk of loss is generally highest for non-performing loans.

Management determines loans to be impaired when, based upon current information and events, it is probable that the loan will not be repaid according to the original contractual terms of the loan agreement, including both principal and interest, or if a loan is designated as a TDR. Refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy on evaluating loans for impairment and interest income.

The following tables present the Company’s investment in loans considered to be impaired and related information on those impaired loans:

	As of and for the Nine Months Ended September 30, 2016
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	20,169	$	26,179	$	7,359	$	19,202	$	—
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total with a related allowance recorded	20,717		26,862		7,907		19,816		—
Without a related allowance recorded:
Commercial and industrial	489		505		—		488		20
Commercial real estate	—		—		—		—		—
Private banking	—		—		—		—		—
Total without a related allowance recorded	489		505		—		488		20
Total:
Commercial and industrial	20,658		26,684		7,359		19,690		20
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total	$	21,206	$	27,367	$	7,907	$	20,304	$	20

	As of and for the Twelve Months Ended December 31, 2015
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	11,797	$	19,204	$	3,800	$	15,331	$	—
Commercial real estate	—		—		—		—		—
Private banking	745		864		745		824		—
Total with a related allowance recorded	12,542		20,068		4,545		16,155		—
Without a related allowance recorded:
Commercial and industrial	513		1,789		—		838		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,203		1,448		—		1,202		—
Total without a related allowance recorded	4,628		12,304		—		5,148		29
Total:
Commercial and industrial	12,310		20,993		3,800		16,169		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,948		2,312		745		2,026		—
Total	$	17,170	$	32,372	$	4,545	$	21,303	$	29

Impaired loans as of September 30, 2016 and December 31, 2015, were $21.2 million and $17.2 million, respectively. There was no interest income recognized on these loans, while on non-accrual status, for the nine months ended September 30, 2016, and the twelve months ended December 31, 2015. As of September 30, 2016 and December 31, 2015, there were no loans 90 days or more past due and still accruing interest income.

Impaired loans were evaluated using a discounted cash flow method or based on the fair value of the collateral less estimated selling costs. Based on those evaluations, as of September 30, 2016, there were specific reserves totaling $7.9 million, which were included in the $20.2 million allowance for loan losses. Also included in impaired loans was one C&I loan with a balance of $489,000 as of September 30, 2016, with no corresponding specific reserve since this loan had a net realizable value that management believes will be recovered from the borrower.

As of December 31, 2015, there were specific reserves totaling $4.5 million, which were included in the $18.0 million allowance for loan losses. Also included in impaired loans were three C&I loans, one CRE loans and two private banking loans with a combined balance of $4.6 million as of December 31, 2015, with no corresponding specific reserve since these loans had a net realizable value that management believes will be recovered from the borrower.

The following tables present the allowance for loan losses and recorded investment in loans by class:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	7,359	$	—	$	548	$	7,907
Collectively evaluated for impairment	6,157		5,108		1,039		12,304
Total allowance for loan losses	$	13,516	$	5,108	$	1,587	$	20,211
Loans held-for-investment:
Individually evaluated for impairment	$	20,658	$	—	$	548	$	21,206
Collectively evaluated for impairment	545,044		1,021,932		1,586,471		3,153,447
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	3,800	$	—	$	745	$	4,545
Collectively evaluated for impairment	7,264		5,344		821		13,429
Total allowance for loan losses	$	11,064	$	5,344	$	1,566	$	17,974
Loans held-for-investment:
Individually evaluated for impairment	$	12,310	$	2,912	$	1,948	$	17,170
Collectively evaluated for impairment	621,922		859,276		1,342,916		2,824,114
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

Troubled Debt Restructuring

The following table provides additional information on the Company’s loans designated as troubled debt restructurings:

(Dollars in thousands)	September 30, 2016		December 31, 2015
Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring:
Performing loans accruing interest	$	489	$	510
Non-accrual loans	16,209		12,894
Total troubled debt restructurings	$	16,698	$	13,404

Of the non-accrual loans as of September 30, 2016, three C&I loans were designated by the Company as TDRs. There was also one C&I loan that was still accruing interest and designated by the Company as a performing TDR as of September 30, 2016. The aggregate recorded investment of these loans was $16.7 million. There were unused commitments of $7,000 as of September 30, 2016, which was related to the performing TDR.

Of the non-accrual loans as of December 31, 2015, five C&I loans and one residential mortgage loan were designated by the Company as TDRs. There was also one C&I loan that was still accruing interest and designated by the Company as a performing TDR as of December 31, 2015. The aggregate recorded investment of these loans was $13.4 million. There were unused commitments of $1.7 million on these loans as of December 31, 2015, of which $39,000 was related to the performing TDR.

The modifications made to restructured loans typically consist of an extension or reduction of the payment terms, or the deferral of principal payments. There were no loans modified as a TDR within twelve months of the corresponding balance sheet date with a payment default during the nine months ended September 30, 2016. There were two loans totaling $4.0 million that were modified as a TDR within twelve months of the corresponding balance sheet date with a payment default during the nine months ended September 30, 2015, that were already on non-accrual status and fully secured or adequately reserved as of September 30, 2015.

The financial effects of modifications made to loans newly designated as TDRs during three months ended September 30, 2016, were as follows:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

There were no modifications made to loans newly designated as TDRs during the three months ended September 30, 2015.

The financial effects of modifications made to loans newly designated as TDRs during nine months ended September 30, 2016 and 2015, were as follows:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Change in interest terms	1	$	4,064	$	—	$	400	$	—
Extended term and deferred principal	1	433		—		433		—
Deferred principal	2	6,849		2,874		1,500		1,868
Total	4	$	11,346	$	2,874	$	2,333	$	1,868

Other Real Estate Owned

During the three and nine months ended September 30, 2016, collateral related to an impaired loan was transferred to OREO at a fair value of $3.6 million based on the appraised value, less estimated selling costs. In addition, a property was sold from other real estate owned for $1.1 million with a net gain of $7,000 realized during the three and nine months ended September 30, 2016. As of September 30, 2016 and December 31, 2015, the balance of the other real estate owned portfolio was $4.3 million and $1.7 million, respectively. There were no residential mortgage loans in the process of foreclosure as of September 30, 2016.

XML

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill of $4.6 million and other intangible assets of $13.6 million were recorded during the nine months ended September 30, 2016, related to the TKG acquisition.

The following table presents the change in goodwill for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016		2015
Balance, beginning of period	$	34,163	$	34,163
Additions	4,561		—
Balance, end of period	$	38,724	$	34,163

The Company determined the amount of identifiable intangible assets based upon an independent valuation. The following table presents the change in intangible assets for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016			2015
Balance, beginning of period	$	16,653		$	18,211
Additions	13,585			—
Amortization	(1,291		)	(1,169		)
Balance, end of period	$	28,947		$	17,042

The following table presents the gross amount of intangible assets and total accumulated amortization by class:

	September 30, 2016							December 31, 2015
(Dollars in thousands)	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	4,040	$	(201	)	$	3,839	$	1,190	$	(109	)	$	1,081
Client Relationships:
Sub-advisory client list	11,530		(2,156		)	9,374		11,200		(1,521		)	9,679
Separate managed accounts client list	1,810		(304		)	1,506		1,095		(201		)	894
Other institutional client list	5,950		(1,398		)	4,552		5,950		(992		)	4,958
Non-compete agreements	465		(89		)	376		75		(34		)	41
Total finite-lived intangibles	$	23,795	$	(4,148	)	$	19,647	$	19,510	$	(2,857	)	$	16,653
Client Relationships:
Mutual fund client list (indefinite-lived)	9,300		—			9,300		—		—			—
Total intangibles assets	$	33,095	$	(4,148	)	$	28,947	$	19,510	$	(2,857	)	$	16,653

Amortization expense on finite-lived intangible assets totaled $463,000 and $390,000 for the three months ended September 30, 2016 and 2015. Amortization expense on finite-lived intangible assets totaled $1.3 million and $1.2 million for the nine months ended September 30, 2016 and 2015.

The following is a summary of the expected amortization expense for finite-lived intangibles assets, assuming no future additions, for each of the five years following September 30, 2016:

(Dollars in thousands)	Amount
September 30,
2017	$	1,851
2018	1,840
2019	1,832
2020	1,791
2021	1,735
Thereafter	10,598
Total finite-lived intangibles	$	19,647
Indefinite-lived intangibles	9,300
Total intangibles assets	$	28,947

XML

Deposits

9 Months Ended

Sep. 30, 2016

Deposits [Abstract]

DEPOSITS

DEPOSITS

	Interest Rate Range as of	Weighted Average Interest Rate as of				Balance as of
(Dollars in thousands)	September 30, 2016	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Demand and savings accounts:
Noninterest-bearing checking accounts	—	—		—		$	222,577	$	159,859
Interest-bearing checking accounts	0.05 to 0.60%	0.49	%	0.42	%	198,317		136,037
Money market deposit accounts	0.05 to 1.50%	0.72	%	0.50	%	1,802,276		1,464,279
Total demand and savings accounts						2,223,170		1,760,175
Certificates of deposit	0.05 to 1.44%	0.92	%	0.78	%	864,060		929,669
Total deposit balance						$	3,087,230	$	2,689,844
Average rate paid on interest-bearing accounts		0.76	%	0.60	%

As of September 30, 2016 and December 31, 2015, the Bank had total brokered deposits of $1.02 billion and $1.05 billion, respectively. The amount for brokered deposits includes reciprocal Certificate of Deposit Account Registry Service^® (“CDARS^®”) and reciprocal Insured Cash Sweep^® (“ICS^®”) accounts totaling $440.9 million and $496.5 million as of September 30, 2016 and December 31, 2015, respectively.

As of September 30, 2016 and December 31, 2015, certificates of deposit with balances of $100,000 or more, excluding brokered certificates of deposit, amounted to $404.4 million and $409.2 million, respectively. Certificates of deposit with balances of $250,000 or more, excluding brokered certificates of deposit, amounted to $160.6 million and $142.7 million as of September 30, 2016 and December 31, 2015, respectively.

The contractual maturity of certificates of deposit, including brokered certificates of deposit, is as follows:

(Dollars in thousands)	September 30, 2016		December 31, 2015
12 months or less	$	701,343	$	645,004
12 months to 24 months	134,153		219,333
24 months to 36 months	28,564		65,332
36 months to 48 months	—		—
48 months to 60 months	—		—
Over 60 months	—		—
Total	$	864,060	$	929,669

Interest expense on deposits is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2016		2015		2016		2015
Interest-bearing checking accounts	$	234	$	99	$	541	$	318
Money market deposit accounts	3,017		1,523		7,847		4,079
Certificates of deposit	1,936		1,652		5,540		4,945
Total interest expense on deposits	$	5,187	$	3,274	$	13,928	$	9,342

XML

Borrowings

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS

As of September 30, 2016 and December 31, 2015, borrowings were comprised of the following:

	September 30, 2016					December 31, 2015
(Dollars in thousands)	Interest Rate		Ending Balance		Maturity Date	Interest Rate		Ending Balance		Maturity Date
FHLB borrowings:
Issued 9/30/2016	0.57	%	$	80,000	10/3/2016			$	—
Issued 9/29/2016	0.58	%	100,000		12/29/2016			—
Issued 12/31/2015			—			0.51	%	170,000		1/4/2016
Issued 7/29/2015			—			0.61	%	25,000		8/4/2016
Issued 7/29/2015	0.72	%	25,000		11/3/2016	0.72	%	25,000		11/3/2016
Subordinated notes payable (net of debt issuance costs of $540 and $692)	5.75	%	34,460		7/1/2019	5.75	%	34,308		7/1/2019
Total borrowings, net			$	239,460				$	254,308

The Bank’s FHLB borrowing capacity is based on the collateral value of certain securities held in safekeeping at the FHLB and loans pledged to the FHLB. The Bank submits a quarterly Qualified Collateral Report (“QCR”) to the FHLB to update the value of the loans pledged. As of September 30, 2016, the Bank’s borrowing capacity is based on the information provided in the June 30, 2016, QCR filing. As of September 30, 2016, the Bank had securities held in safekeeping at the FHLB with a fair value of $5.4 million, combined with pledged loans of $846.2 million, for a borrowing capacity of $605.6 million, of which $205.0 million was outstanding in advances, as reflected in the table above. As of December 31, 2015, there was $220.0 million outstanding in advances from the FHLB. When the Bank borrows from the FHLB, interest is charged at the FHLB’s posted rates at the time of the borrowing.

The Bank maintains an unsecured line of credit of $10.0 million with M&T Bank and an unsecured line of credit of $20.0 million with Texas Capital Bank. As of September 30, 2016, the full amount of these established lines were available to the Bank.

The Holding Company established an unsecured line of credit of $25.0 million, effective December 29, 2015, with Texas Capital Bank. As of September 30, 2016, the full amount of this established line was available.

In June 2014, the Company completed a private placement of subordinated notes payable, raising $35.0 million. The subordinated notes have a term of 5 years at a fixed rate of 5.75%. The proceeds qualified as Tier 2 capital for the holding company, under federal regulatory capital rules.

XML

Regulatory Capital

9 Months Ended

Sep. 30, 2016

Regulatory Capital Requirements [Abstract]

REGULATORY CAPITAL

REGULATORY CAPITAL

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Common Equity Tier 1 (“CET 1”), Tier 1 and Total risk-based capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). As of September 30, 2016 and December 31, 2015, TriState Capital Holdings, Inc. and TriState Capital Bank exceeded all capital adequacy requirements to which they are subject.

Financial depository institutions are categorized as well capitalized if they meet minimum Total risk-based, Tier 1 risk-based, CET 1 risk-based capital ratios and Tier 1 leverage ratio (Tier 1 capital to average assets) as set forth in the tables below. Based upon the information in the most recently filed Call Report, the Bank exceeded the capital ratios necessary to be well capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since the filing of the most recent Call Report that management believes have changed the Bank’s capital, as presented below.

In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as Basel III. In July 2013, final rules implementing the Basel III capital accord were adopted by the federal banking agencies. Basel III, which began phasing in on January 1, 2015, has replaced the existing regulatory capital rules for the Company and the Bank. The Basel III final rules required new minimum capital ratio standards, established a new common equity tier 1 to total risk-weighted assets ratio, subjected banking organizations to certain limitations on capital distributions and discretionary bonus payments, and established a new standardized approach for risk weightings.

The following tables set forth certain information concerning the Company’s and the Bank’s regulatory capital as of September 30, 2016 and December 31, 2015:

	September 30, 2016
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	318,874	13.05	%	$	195,464	8.00	%	N/A		N/A
Bank	$	311,395	12.88	%	$	193,409	8.00	%	$	241,761	10.00	%
Tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	146,598	6.00	%	N/A		N/A
Bank	$	292,618	12.10	%	$	145,057	6.00	%	$	193,409	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	109,948	4.50	%	N/A		N/A
Bank	$	292,618	12.10	%	$	108,792	4.50	%	$	157,145	6.50	%
Tier 1 leverage ratio
Company	$	286,496	8.09	%	$	141,663	4.00	%	N/A		N/A
Bank	$	292,618	8.33	%	$	140,450	4.00	%	$	175,562	5.00	%

	December 31, 2015
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	326,378	13.88	%	$	188,176	8.00	%	N/A		N/A
Bank	$	310,624	13.35	%	$	186,077	8.00	%	$	232,596	10.00	%
Tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	141,132	6.00	%	N/A		N/A
Bank	$	292,234	12.56	%	$	139,558	6.00	%	$	186,077	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	105,849	4.50	%	N/A		N/A
Bank	$	292,234	12.56	%	$	104,668	4.50	%	$	151,187	6.50	%
Tier 1 leverage ratio
Company	$	287,072	9.05	%	$	126,932	4.00	%	N/A		N/A
Bank	$	292,234	9.29	%	$	125,870	4.00	%	$	157,338	5.00	%

In addition, the final rules subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer of risk-based capital ratios in an amount greater than 2.5% of its total risk-weighted assets. The implementation of the capital conservation buffer began on January 1, 2016, at 0.625% and will be phased in over a four-year period (increasing by that amount ratably on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

The Company has not paid dividends to its holders of its common shares since its inception in 2007.

XML

Employee Benefit Plans

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

The Company participates in a qualified 401(k) defined contribution plan, under which eligible employees may contribute a percentage of their salary at their discretion. During the nine months ended September 30, 2016 and 2015, the Company automatically contributed three percent of the employee’s base salary to the individual’s 401(k) plan, subject to IRS limitations. Full-time employees and certain part-time employees are eligible to participate upon the first month following their first day of employment or having attained the age of 21, whichever is later. The Company’s contribution expense was $204,000 and $175,000 for the three months ended September 30, 2016 and 2015, respectively. The Company’s contribution expense was $606,000 and $528,000 for the nine months ended September 30, 2016 and 2015, respectively.

On February 28, 2013, the Company entered into a supplemental executive retirement plan (“SERP”) for the Chairman and Chief Executive Officer. The benefits will be earned over a five-year period with the projected payments for this SERP of $25,000 per month for 180 months commencing the later of retirement or 60 months. For the three and nine months ended September 30, 2016, the Company recorded expense related to SERP of $233,000 and $687,000, respectively, utilizing a discount rate of 2.15%. For the three and nine months ended September 30, 2015, the Company recorded expense related to SERP of $200,000 and $591,000, respectively, utilizing a discount rate of 2.98%. The recorded liability related to the SERP plan was $2.8 million and $2.1 million as of September 30, 2016 and December 31, 2015, respectively.

XML

Stock Transactions

9 Months Ended

Sep. 30, 2016

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

STOCK TRANSACTIONS

STOCK TRANSACTIONS

In October 2014, the Board of Directors authorized the repurchase of up to $10 million, or up to 1,000,000 shares, of the Company’s common stock through December 31, 2015. Under this plan, the Company repurchased a total of 1,000,000 shares for approximately $9.9 million, at an average cost of $9.90 per share, which are held as treasury stock.

In January 2016, the Board of Directors authorized another repurchase of up to $10 million, or up to 1,000,000 shares, of the Company’s common stock. During the nine months ended September 30, 2016, the Company repurchased a total of 334,275 shares for approximately $4.3 million, at an average cost of $12.89 per share, which are held as treasury stock. The Board subsequently authorized the Company to utilize some of the $10 million allocated to this share repurchase program to cancel options granted by the Company to purchase shares of its common stock that expire in 2017. In accordance with that authorization, in addition to the shares purchased as described in this paragraph, the Company and holders of options that expire in 2017 agreed to cancel options as set forth in the following paragraph. The approximate dollar value of shares that may yet be purchased under this share repurchase program has been reduced by the amount expended in connection with the option cancellations.

In July 2016, the Company’s Board of Directors approved a stock option cancellation program to allow for outstanding and vested stock option awards granted in 2007 and expiring in 2017 to be canceled by the option holder at the closing day’s stock price less the option exercise price. This program was available for option holders to participate from July 25 through September 2, 2016. During the three months ended September 30, 2016, there were 1,061,500 options canceled for $5.2 million, which was recorded as a reduction to additional paid-in capital.

The tables below show the changes in the Company’s common shares outstanding during the periods indicated.

	Number of Common Shares Outstanding
Balance, December 31, 2014	28,060,888
Issuance of restricted common stock	255,916
Forfeitures of restricted common stock	(3,000	)
Exercise of stock options	35,000
Purchase of treasury stock	(321,109	)
Balance, September 30, 2015	28,027,695
Balance, December 31, 2015	28,056,195
Issuance of restricted common stock	460,309
Forfeitures of restricted common stock	(4,575	)
Exercise of stock options	139,500
Purchase of treasury stock	(334,275	)
Balance, September 30, 2016	28,317,154

XML

Earnings Per Common Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

The computation of basic and diluted earnings per common share for the periods presented is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Net income available to common shareholders	$	8,454	$	6,118	$	21,070	$	16,902
Weighted average common shares outstanding:
Basic	27,514,724		27,728,705		27,586,816		27,779,023
Non-vested restricted stock - dilutive	290,326		72,261		206,289		43,941
Stock options - dilutive	502,582		480,278		483,118		384,695
Diluted	28,307,632		28,281,244		28,276,223		28,207,659
Earnings per common share:
Basic	$	0.31	$	0.22	$	0.76	$	0.61
Diluted	$	0.30	$	0.22	$	0.75	$	0.60

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-dilutive shares (1)	31,500	635,893	180,000	961,393

⁽¹⁾  Included stock options and non-vested restricted stock not considered for the calculation of diluted EPS as their inclusion would have been anti-dilutive.

XML

Derivatives and Hedging Activity

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES AND HEDGING ACTIVITY

DERIVATIVES AND HEDGING ACTIVITY

RISK MANAGEMENT OBJECTIVE OF USING DERIVATIVES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts related to certain of the Company’s fixed-rate loan assets and differences in the amount, timing, and duration of the Company's known or expected cash payments related to certain of the Company's FHLB borrowings. The Company also has derivatives that are a result of a service the Company provides to certain qualifying customers while at the same time the Company enters into an offsetting derivative transaction in order to eliminate its interest rate risk exposure resulting from such transactions.

FAIR VALUES OF DERIVATIVE INSTRUMENTS ON THE STATEMENTS OF FINANCIAL CONDITION

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of September 30, 2016 and December 31, 2015:

	Asset Derivatives			Liability Derivatives
	as of September 30, 2016			as of September 30, 2016
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	585	Other liabilities	$	106
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	19,427	Other liabilities	$	20,946

	Asset Derivatives			Liability Derivatives
	as of December 31, 2015			as of December 31, 2015
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	—	Other liabilities	$	229
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	8,662	Other liabilities	$	9,363

FAIR VALUE HEDGES OF INTEREST RATE RISK

The Company is exposed to changes in the fair value of certain of its fixed-rate obligations due to changes in benchmark interest rates, which relate predominantly to LIBOR. Interest rate swaps designated as fair value hedges involve the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of September 30, 2016, the Company had four interest rate swaps, with an aggregate notional amount of $2.9 million that were designated as fair value hedges of interest rate risk associated with the Company’s fixed-rate loan assets. The notional amounts for the derivatives express the face amount of the positions, however, credit risk was considered insignificant for nine months ended September 30, 2016 and 2015. There were no counterparty default losses on derivatives for the nine months ended September 30, 2016 and 2015.

For the four derivatives that were designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings by applying the “fair value long haul” method. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. During the three months ended September 30, 2016, the Company recognized no gain or loss in non-interest income related to hedge ineffectiveness as compared to a net gain of $1,000 during the three months ended September 30, 2015. The Company also recognized a decrease to interest income of $24,000 and $54,000 for the three months ended September 30, 2016 and 2015, respectively, related to the Company’s fair value hedges, which includes net settlements on the derivatives, and any amortization adjustment of the basis in the hedged items. During the nine months ended September 30, 2016, the Company recognized a net gain of $2,000 in non-interest income related to hedge ineffectiveness as compared to a net gain of $3,000 during the nine months ended September 30, 2015. The Company also recognized a decrease to interest income of $71,000 and $211,000 for the nine months ended September 30, 2016 and 2015, respectively, related to the Company’s fair value hedges, which includes net settlements on the derivatives, and any amortization adjustment of the basis in the hedged items.

CASH FLOW HEDGES OF INTEREST RATE RISK

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In June 2016, the Company entered into two derivative contracts to hedge the variable cash flows associated with certain FHLB borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company’s cash flow hedge derivatives did not have any hedge ineffectiveness recognized in earnings during the three and nine months ended September 30, 2016.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the three and nine months ended September 30, 2016, there was an increase to interest expense of 46,000. During the next twelve months, the Company estimates $106,000 to be reclassified to earnings as a decrease to interest expense. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a remaining period of 33 months.

As of September 30, 2016, the Company had two outstanding interest rate derivatives with an aggregate notional amount of $100.0 million that was designated as a cash flow hedge of interest rate risk. During the three and nine months ended September 30, 2016, a net gain of $626,000 and $538,000, respectively, was recognized in accumulated other comprehensive income (loss) on the effective portion of the derivative.

NON-DESIGNATED HEDGES

The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate derivatives with its commercial banking customers to facilitate their respective risk management strategies. Those derivatives are simultaneously and economically hedged by offsetting derivatives that the Company executes with a third party, such that the Company eliminates its interest rate exposure resulting from such transactions. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of September 30, 2016, the Company had 210 derivative transactions with an aggregate notional amount of $883.9 million related to this program. During the three months ended September 30, 2016 and 2015, the Company recognized a net gain of $62,000 and a net loss of $414,000, respectively, related to changes in fair value of the derivatives not designated in hedging relationships. During the nine months ended September 30, 2016 and 2015, the Company recognized a net loss of $777,000 and a net loss$371,000, respectively, related to changes in fair value of the derivatives not designated in hedging relationships.

EFFECT OF DERIVATIVE INSTRUMENTS IN THE STATEMENTS OF INCOME

The tables below present the effect of the Company’s derivative financial instruments in the consolidated statements of income for the periods presented:

		Three Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(24	)	$	(54	)
	Non-interest income	—			1
	Interest expense	(46		)	—
Total		$	(70	)	$	(53	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	62		$	(414	)
Total		$	62		$	(414	)

		Nine Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(71	)	$	(211	)
	Non-interest income	2			3
	Interest expense	(46		)	—
Total		$	(115	)	$	(208	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	(777	)	$	(371	)
Total		$	(777	)	$	(371	)

CREDIT-RISK-RELATED CONTINGENT FEATURES

The Company has agreements with each of its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision where, if either the Company or the counterparty fails to maintain its status as a well/adequately capitalized institution, then the Company or the counterparty could be required to terminate any outstanding derivative positions and settle its obligations under the agreement.

As of September 30, 2016, the termination value of derivatives, including accrued interest, in a net liability position related to these agreements was $20.3 million. As of September 30, 2016, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $23.8 million. If the Company had breached any of these provisions as of September 30, 2016, it could have been required to settle its obligations under the agreements at their termination value.

XML

Disclosures About Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are based on the present value of expected future cash flows, quoted market prices of similar financial instruments, if available, and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realized in an immediate settlement of instruments. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of the Company.

FAIR VALUE MEASUREMENTS

In accordance with U.S. GAAP the Company must account for certain financial assets and liabilities at fair value on a recurring and non-recurring basis. The Company utilizes a three-level fair value hierarchy of valuation techniques to estimate the fair value of its financial assets and liabilities based on whether the inputs to those valuation techniques are observable or unobservable. The fair value hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within multiple levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:

• Level 1 – Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.

• Level 2 – Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.

• Level 3 – Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.

The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs used or how the data was calculated or derived. The Company corroborates the reasonableness of external inputs in the valuation process.

RECURRING FAIR VALUE MEASUREMENTS

The following tables represent assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	59,541	$	—	$	59,541
Trust preferred securities	—		17,047		—		17,047
Non-agency mortgage-backed securities	—		5,759		—		5,759
Non-agency collateralized loan obligations	—		16,335		—		16,335
Agency collateralized mortgage obligations	—		45,575		—		45,575
Agency mortgage-backed securities	—		25,858		—		25,858
Agency debentures	—		4,743		—		4,743
Equity securities	8,276		—		—		8,276
Interest rate swaps	—		20,012		—		20,012
Total financial assets	8,276		194,870		—		203,146
Financial liabilities:
Interest rate swaps	—		21,052		—		21,052
Acquisition earnout liability	—		—		2,478		2,478
Total financial liabilities	$	—	$	21,052	$	2,478	$	23,530

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	43,733	$	—	$	43,733
Trust preferred securities	—		16,601		—		16,601
Non-agency mortgage-backed securities	—		5,743		—		5,743
Non-agency collateralized loan obligations	—		11,711		—		11,711
Agency collateralized mortgage obligations	—		49,371		—		49,371
Agency mortgage-backed securities	—		28,669		—		28,669
Agency debentures	—		4,732		—		4,732
Equity securities	7,759		—		—		7,759
Interest rate swaps	—		8,662		—		8,662
Total financial assets	7,759		169,222		—		176,981
Financial liabilities:
Interest rate swaps	—		9,592		—		9,592
Total financial liabilities	$	—	$	9,592	$	—	$	9,592

INVESTMENT SECURITIES

Generally, investment securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs. The valuations for debt and equity securities are classified as either Level 1 or Level 2. U.S. Treasury Notes and equity securities (including mutual funds) are classified as Level 1 because these securities are in actively traded markets. Investment securities within Level 2 include corporate bonds; single-issuer trust preferred securities; non-agency mortgage-backed securities and collateralized loan obligations; collateralized mortgage obligations, mortgage-backed securities, and debentures issued by U.S. government agencies.

INTEREST RATE SWAPS

The fair value of interest rate swaps is estimated using inputs that are observable or that can be corroborated by observable market data and therefore, are classified as Level 2. These fair value estimations include primarily market observable inputs such as the forward LIBOR swap curve.

ACQUISITION EARNOUT LIABILITY

The fair value of the acquisition earnout liability is estimated based on management’s estimate of the projected annualized run-rate EBITDA of TKG at December 31, 2016, and therefore, are classified as Level 3. For additional information on the calculation of the earnout, refer to Note 2, Business Combinations.

NON-RECURRING FAIR VALUE MEASUREMENTS

Certain financial assets and financial liabilities are measured at fair value on a non-recurring 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, such as when there is evidence of impairment.

The following tables represent the balances of assets measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,810	$	12,810
Other real estate owned	—		—		4,268		4,268
Total assets	$	—	$	—	$	17,078	$	17,078

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,625	$	12,625
Other real estate owned	—		—		1,730		1,730
Total assets	$	—	$	—	$	14,355	$	14,355

As of September 30, 2016, the Company recorded $7.9 million of specific reserves to the allowance for loan losses as a result of adjusting the fair value of impaired loans. As of December 31, 2015, the Company recorded $4.5 million of specific reserves to allowance for loan losses as a result of adjusting the fair value of impaired loans.

IMPAIRED LOANS

A loan is considered impaired when management determines it is probable that all of the principal and interest due under the original terms of the loan may not be collected or if a loan is designated as a TDR. Impairment is measured based on a discounted cash flows method or the fair value of the underlying collateral less estimated selling costs. Our policy is to obtain appraisals on collateral supporting impaired loans on an annual basis, unless circumstances dictate a shorter time frame. Appraisals are reduced by estimated costs to sell the collateral, and, under certain circumstances, additional factors that may arise and cause us to believe our recovered value may be less than the independent appraised value. Accordingly, impaired loans are classified as Level 3. The Company measures impairment on all loans as part of the allowance for loan losses.

OTHER REAL ESTATE OWNED

Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at fair value, less estimated disposition costs, with the fair value being determined by appraisal. Our policy is to obtain appraisals on collateral supporting OREO on an annual basis, unless circumstances dictate a shorter time frame. Appraisals are reduced by estimated costs to sell the collateral, and, under certain circumstances, additional factors that may arise and cause us to believe our recovered value may be less than the independent appraised value. Accordingly, real estate owned is classified as Level 3.

LEVEL 3 VALUATION

The following tables present additional quantitative information about assets measured at fair value on a recurring and non-recurring basis and for which we have utilized Level 3 inputs to determine fair value as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	12,810	Discounted cash flow	Discount due to restructured nature of operations	6	%
Other real estate owned	$	4,268	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

	December 31, 2015
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	5,428	Appraisal value or Liquidation analysis	Discount due to salability conditions	14	%
Loans measured for impairment, net	$	7,197	Discounted cash flow	Discount due to restructured nature of operations	7	%
Other real estate owned	$	1,730	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals or liquidation analysis of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

FAIR VALUE OF FINANCIAL INSTRUMENTS

A summary of the carrying amounts and estimated fair values of financial instruments is as follows:

		September 30, 2016				December 31, 2015
(Dollars in thousands)	Fair Value Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	120,736	$	120,736	$	96,676	$	96,676
Investment securities available-for-sale: debt	2	174,858		174,858		160,560		160,560
Investment securities available-for-sale: equity	1	8,276		8,276		7,759		7,759
Investment securities held-to-maturity	2	50,977		52,193		47,290		48,099
Federal Home Loan Bank stock	2	9,232		9,232		9,802		9,802
Loans held-for-investment, net	3	3,154,442		3,147,526		2,823,310		2,813,278
Accrued interest receivable	2	8,559		8,559		7,056		7,056
Investment management fees receivable	2	8,166		8,166		6,191		6,191
Bank owned life insurance	2	64,350		64,350		60,019		60,019
Interest rate swaps	2	20,012		20,012		8,662		8,662
Other real estate owned	3	4,268		4,268		1,730		1,730
Financial liabilities:
Deposits	2	$	3,087,230	$	3,088,170	$	2,689,844	$	2,690,693
Borrowings, net	2	239,460		240,576		254,308		255,179
Acquisition earnout liability	3	2,478		2,478		—		—
Interest rate swaps	2	21,052		21,052		9,592		9,592

During the nine months ended September 30, 2016 and 2015, there were no transfers between fair value Levels 1, 2 or 3.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of September 30, 2016 and December 31, 2015:

CASH AND CASH EQUIVALENTS

The carrying amount approximates fair value.

INVESTMENT SECURITIES

The fair values of investment securities available-for-sale, held-to-maturity and trading are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.

FEDERAL HOME LOAN BANK STOCK

The carrying value of our FHLB stock, which is a marketable equity investment, approximates fair value.

LOANS HELD-FOR-INVESTMENT

The fair value of loans held-for-investment is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair value as determined here does not represent an exit price. Impaired loans are generally valued at the fair value of the associated collateral.

ACCRUED INTEREST RECEIVABLE

The carrying amount approximates fair value.

INVESTMENT MANAGEMENT FEES RECEIVABLE

The carrying amount approximates fair value.

BANK OWNED LIFE INSURANCE

The fair value of the general account bank owned life insurance is based on the insurance contract net cash surrender value.

OTHER REAL ESTATE OWNED

Real estate owned is recorded on the date acquired at fair value, less estimated disposition costs, with the fair value being determined by appraisal.

DEPOSITS

The fair value of demand deposits is the amount payable on demand as of the reporting date, i.e., their carrying amounts. The fair value of fixed maturity deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

BORROWINGS

The fair value of borrowings is calculated by discounting scheduled cash flows through the estimated maturity using period end market rates for borrowings of similar remaining maturities.

ACQUISITION EARNOUT LIABILITY

The carrying amount of the TKG acquisition earnout liability approximates fair value. For additional information on the calculation of the earnout, refer to Note 2, Business Combinations.

INTEREST RATE SWAPS

The fair value of interest rate swaps are estimated through the assistance of an independent third party and compared to the fair value determined by the swap counterparty to establish reasonableness.

OFF-BALANCE SHEET INSTRUMENTS

Fair values for the Company’s off-balance sheet instruments, which consist of lending commitments, standby letters of credit and risk participation agreements related to interest rate swap agreements, are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Management believes that the fair value of these off-balance sheet instruments is not significant.

XML

Changes in Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table shows the changes in accumulated other comprehensive income (loss), for the periods presented:

	Three Months Ended September 30,
	2016									2015
(Dollars in thousands)	Investment Securities			Derivatives			Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,020	)	$	(56	)	$	(1,076	)	$	(215	)	$	—	$	(215	)
Change in unrealized holding gains (losses)	711			402			1,113			(698		)	—		(698		)
Losses (gains) reclassified from other comprehensive income (1)	(8		)	29			21			—			—		—
Net other comprehensive income (loss)	703			431			1,134			(698		)	—		(698		)
Balance, end of period	$	(317	)	$	375		$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $14,000 and $0, net of income tax expense of $6,000 and $0 for the three months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the three months ended September 30, 2016 and 2015, respectively.

	Nine Months Ended September 30,
	2016								2015
(Dollars in thousands)	Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,443	)	$	—	$	(1,443	)	$	(627	)	$	—	$	(627	)
Change in unrealized holding gains (losses)	1,175			346		1,521			(275		)	—		(275		)
Losses (gains) reclassified from other comprehensive income (1)	(49		)	29		(20		)	(11		)	—		(11		)
Net other comprehensive income (loss)	1,126			375		1,501			(286		)	—		(286		)
Balance, end of period	$	(317	)	$	375	$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $77,000 and $17,000, net of income tax expense of $28,000 and $6,000 for the nine months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the nine months ended September 30, 2016 and 2015, respectively.

XML

Contingent Liabilities

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES

CONTINGENT LIABILITIES

The Company is not subject to any asserted claims nor is it aware of any unasserted claims. In the opinion of management, there are no potential claims that would have a material adverse effect on the Company’s financial position, liquidity or results of operations.

XML

Segments

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

SEGMENTS

SEGMENTS

The Company operates two reportable segments: Bank and Investment Management.

• The Bank segment provides commercial banking and private banking services to middle-market businesses and high-net-worth individuals through the TriState Capital Bank subsidiary.

• The Investment Management segment provides advisory and sub-advisory investment management services to primarily institutional plan sponsors through the Chartwell Investment Partners, LLC subsidiary and also supports distribution and marketing efforts for Chartwell’s proprietary investment products through the Chartwell TSC Securities Corp. subsidiary.

The following tables provide financial information for the two segments of the Company as of and for the periods indicated. The information provided under the caption “Parent and Other” represents general operating expenses of the Company not considered to be a reportable segment, which includes the parent company activity as well as eliminations and adjustments that are necessary for purposes of reconciliation to the consolidated amounts.

(Dollars in thousands)	September 30, 2016			December 31, 2015
Assets:	(unaudited)
Bank	$	3,635,264		$	3,236,756
Investment management	81,437			65,516
Parent and other	(1,183		)	(101		)
Total assets	$	3,715,518		$	3,302,171

	Three Months Ended September 30, 2016												Three Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	24,855		$	—		$	70		$	24,925		$	20,932		$	—		$	57		$	20,989
Interest expense	5,673			—			548			6,221			3,430			—			554			3,984
Net interest income (loss)	19,182			—			(478		)	18,704			17,502			—			(497		)	17,005
Provision (credit) for loan losses	(542		)	—			—			(542		)	(1,341		)	—			—			(1,341		)
Net interest income (loss) after provision for loan losses	19,724			—			(478		)	19,246			18,843			—			(497		)	18,346
Non-interest income:
Investment management fees	—			10,391			(58		)	10,333			—			7,074			(54		)	7,020
Net gain on the sale and call of investment securities	14			—			—			14			—			—			—			—
Other non-interest income	2,149			1			—			2,150			1,002			(7		)	—			995
Total non-interest income	2,163			10,392			(58		)	12,497			1,002			7,067			(54		)	8,015
Non-interest expense:
Intangible amortization expense	—			463			—			463			—			390			—			390
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	13,227			8,009			24			21,260			12,015			4,936			(40		)	16,911
Total non-interest expense	13,227			7,263			24			20,514			12,015			5,326			(40		)	17,301
Income (loss) before tax	8,660			3,129			(560		)	11,229			7,830			1,741			(511		)	9,060
Income tax expense (benefit)	1,823			1,385			(433		)	2,775			2,442			660			(160		)	2,942
Net income (loss)	$	6,837		$	1,744		$	(127	)	$	8,454		$	5,388		$	1,081		$	(351	)	$	6,118

	Nine Months Ended September 30, 2016												Nine Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	71,871		$	—		$	209		$	72,080		$	61,509		$	—		$	163		$	61,672
Interest expense	15,130			—			1,650			16,780			9,689			—			1,642			11,331
Net interest income (loss)	56,741			—			(1,441		)	55,300			51,820			—			(1,479		)	50,341
Provision (credit) for loan losses	(340		)	—			—			(340		)	(231		)	—			—			(231		)
Net interest income (loss) after provision for loan losses	57,081			—			(1,441		)	55,640			52,051			—			(1,479		)	50,572
Non-interest income:
Investment management fees	—			26,981			(167		)	26,814			—			22,332			(143		)	22,189
Net gain on the sale and call of investment securities	77			—			—			77			17			—			—			17
Other non-interest income	5,966			2			—			5,968			4,242			(6		)	—			4,236
Total non-interest income	6,043			26,983			(167		)	32,859			4,259			22,326			(143		)	26,442
Non-interest expense:
Intangible amortization expense	—			1,291			—			1,291			—			1,169			—			1,169
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	37,849			19,986			60			57,895			34,958			15,931			(73		)	50,816
Total non-interest expense	37,849			20,068			60			57,977			34,958			17,100			(73		)	51,985
Income (loss) before tax	25,275			6,915			(1,668		)	30,522			21,352			5,226			(1,549		)	25,029
Income tax expense (benefit)	7,476			2,833			(857		)	9,452			6,630			1,981			(484		)	8,127
Net income (loss)	$	17,799		$	4,082		$	(811	)	$	21,070		$	14,722		$	3,245		$	(1,065	)	$	16,902

XML

Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On October 19, 2016, TriState Capital Holdings, Inc. entered into a definitive agreement to acquire certain assets of Aberdeen Asset Management, Inc. (“AAMI”) in a transaction that is expected to close by the first quarter of 2017, subject to regulatory requirements, certain client consents and other customary closing conditions. Separately managed accounts with about $4 billion in institutional client assets under management are expected to move from AAMI to Chartwell upon the closing of the transaction.

In October 2016, the company’s Board of Directors approved a new share repurchase program of up to $5 million. Under the authorization, purchases of shares may be made at the discretion of management from time to time in the open market or through negotiated transactions. In addition, the funds allocated to the program can be used to cancel options expiring in 2017.

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Use of estimates

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of related revenue and expense during the reporting period. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than those anticipated in the estimates, which could materially affect the financial results of our operations and financial condition.

The material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, valuation of goodwill and other intangible assets and its evaluation for impairment, and deferred income taxes and its related recoverability, which are discussed later in this section.

Consolidation

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank, Chartwell and CTSC Securities, after elimination of inter-company accounts and transactions. The accounts of the Bank, in turn, include its wholly-owned subsidiary, Meadowood Asset Management, LLC, after elimination of inter-company accounts and transactions. The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to rules of the Securities and Exchange Commission for quarterly reports on form 10-Q and do not include all of the information and note disclosures required by GAAP for a full year presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures, considered necessary for the fair presentation of the accompanying consolidated financial statements, have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2016.

Cash and cash equivalents

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as cash, interest-earning deposits with other institutions, federal funds sold, and short-term investments that have an original maturity of 90 days or less.

Investment securities

INVESTMENT SECURITIES

The Company’s investments are classified as either: (1) held-to-maturity – debt securities that the Company intends to hold until maturity and are reported at amortized cost; (2) trading securities – debt and certain equity securities bought and held principally for the purpose of selling them in the near term and reported at fair value, with unrealized gains and losses included in earnings; or (3) available-for-sale – debt and certain equity securities not classified as either held-to-maturity or trading securities and reported at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), on an after-tax basis.

The cost of securities sold is determined on a specific identification basis. Amortization of premiums and accretion of discounts are recorded as interest income from investments over the life of the security utilizing the level yield method. We evaluate impaired investment securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt and equity securities, management first determines whether it intends to sell or if it is more-likely than not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. If the Company intends to sell a security with a fair value below amortized cost or if it is more-likely than not that it will be required to sell such a security before recovery, an other-than-temporary impairment (“OTTI”) charge is recorded through current period earnings for the full decline in fair value below amortized cost. For debt and equity securities that the Company does not intend to sell or it is more likely than not that it will not be required to sell before recovery, an OTTI charge is recorded through current period earnings for the amount of the valuation decline below amortized cost that is attributable to credit losses. The remaining difference between the security’s fair value and amortized cost (that is, the decline in fair value not attributable to credit losses) is recognized in other comprehensive income (loss), in the consolidated statements of comprehensive income and the shareholders’ equity section of the consolidated statements of financial condition, on an after-tax basis.

Federal Home Loan Bank stock

FEDERAL HOME LOAN BANK STOCK

The Company is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). Member institutions are required to invest in FHLB stock. The stock is carried at cost, which approximates its liquidation value, and it is evaluated for impairment based on the ultimate recoverability of the par value. The following matters are considered by management when evaluating the FHLB stock for impairment: the ability of the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; the impact of legislative and regulatory changes on the institution and its customer base; and the Company’s intent and ability to hold its FHLB stock for the foreseeable future. Management believes the Company’s holdings in the FHLB stock are recoverable at par value, as of September 30, 2016 and December 31, 2015. Cash and stock dividends are reported as interest income, in the consolidated statements of income.

Loans

LOANS

Loans and leases held-for investment are stated at unpaid principal balances, net of deferred loan fees and costs. Loans held-for-sale are stated at the lower of cost or fair value. Interest income on loans is accrued at the contractual rate on the principal amount outstanding and includes the amortization of deferred loan fees and costs. Deferred loan fees and costs are amortized to interest income over the life of the loan, taking into consideration scheduled payments and prepayments.

The Company considers a loan to be a Troubled Debt Restructuring (“TDR”) when there is a concession made to a financially troubled borrower without adequate consideration provided to the Company. Once a loan is deemed to be a TDR, the Company considers whether the loan should be placed in non-accrual status. In assessing accrual status, the Company considers the likelihood that repayment and performance according to the original contractual terms will be achieved, as well as the borrower’s historical payment performance. A loan is designated and reported as TDR until such loan is either paid-off or sold, unless the restructuring agreement specifies an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk and it is fully expected that the remaining principal and interest will be collected according to the restructured agreement.

The recognition of interest income on a loan is discontinued when, in management’s opinion, it is probable the borrower is unable to meet payments as they become due or when the loan becomes 90 days past due, whichever occurs first. All accrued and unpaid interest on such loans is reversed. Such interest ultimately collected is applied to reduce principal if there is doubt about the collectability of principal. If a borrower brings a loan current for which accrued interest has been reversed, then the recognition of interest income on the loan is resumed, once the loan has been current for a period of six consecutive months or greater.

The Company is a party to financial instruments with off-balance sheet risk (commitments to extend credit) in the normal course of business to meet the financing needs of its customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses (i.e. demand loans) and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the unfunded commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis using the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Company upon extension of a commitment, is based on management’s credit evaluation of the borrower.

Other real estate owned

OTHER REAL ESTATE OWNED

Real estate owned, other than bank premises, is recorded at fair value less estimated selling costs. Fair value is determined based on an independent appraisal. Expenses related to holding the property are charged against earnings when incurred. Depreciation is not recorded on the other real estate owned (“OREO”) properties.

Allowance for loan losses

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through provisions for loan losses that are charged to operations. Loans are charged against the allowance for loan losses when management believes that the principal is uncollectible. If, at a later time, amounts are recovered with respect to loans previously charged off, the recovered amount is credited to the allowance for loan losses.

The allowance is appropriate, in management’s judgment, to cover probable losses inherent in the loan portfolio as of September 30, 2016 and December 31, 2015. Management’s judgment takes into consideration general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. Although management believes it has used the best information available to it in making such determinations, and that the present allowance for loan losses is adequate, future adjustments to the allowance may be necessary, and net income may be adversely affected if circumstances differ substantially from the assumptions used in determining the level of the allowance. In addition, as an integral part of their periodic examination, certain regulatory agencies review the adequacy of the Bank’s allowance for loan losses and may direct the Bank to make additions to the allowance based on their judgments about information available to them at the time of their examination.

The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (“ASC”) Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages, consumer lines of credit and commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial and consumer loans that are individually evaluated for impairment.

Under ASC Topic 310, a loan is impaired, based upon current information and events, in management’s opinion, when it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest, or if a loan is designated as a TDR. Management performs individual assessments of impaired loans to determine the existence of loss exposure based upon a discounted cash flows method or where a loan is collateral dependent, based upon the fair value of the collateral less estimated selling costs.

In estimating probable loan loss under ASC Topic 450 management considers numerous factors, including historical charge-offs and subsequent recoveries. Management also considers, but is not limited to, qualitative factors that influence our credit quality, such as delinquency and non-performing loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, management considers the impact of changes in current local and regional economic conditions in the markets that we serve. Assessment of relevant economic factors indicates that some of the Company’s primary markets historically tend to lag the national economy, with local economies in our primary market areas also improving or weakening, as the case may be, but at a more measured rate than the national trends.

Management bases the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is based on the inherent risk identified by management within each of the Company’s three loan portfolios based on the historical loss experience of each loan portfolio and the loss emergence period. Management has developed a methodology that is applied to each of the three primary loan portfolios, consisting of commercial and industrial, commercial real estate and private banking. As the loan loss history, mix and risk ratings of each loan portfolio change, the primary factor adjusts accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each loan portfolio. The secondary factor is intended to capture risks related to events and circumstances that management believes have an impact on the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage that drives the secondary factor. There are nine risk factors and each risk factor is assigned a reserve level based on management’s judgment as to the probable impact of each risk factor on each loan portfolio and is monitored on a quarterly basis. As the trend in any risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio.

The Company also maintains a reserve for losses on unfunded commitments. This reserve is reflected as a component of other liabilities and, in management’s judgment, is sufficient to cover probable losses inherent in the commitments. Management tracks the level and trends in unused commitments and takes into consideration the same factors as those considered for purposes of the allowance for loan losses on outstanding loans.

Investment management fees

INVESTMENT MANAGEMENT FEES

The Company recognizes investment management fee revenue when the advisory services are performed. Fees are based on assets under management and are calculated pursuant to individual client contracts. Investment management fees are generally paid on a quarterly basis. In a limited number of cases, the Company may earn a performance fee based on investment performance achieved versus a stated benchmark. Performance fees are included in investment management fee revenue in the consolidated statements of income.

Investment management fees receivable represent amounts due for contractual investment management services provided to the Company’s clients, primarily institutional investors, mutual funds and individual investors. Management performs credit evaluations of its customers’ financial condition when it is deemed to be necessary, and does not require collateral. The Company provides an allowance for uncollectible accounts based on specifically identified receivables. Investment management fees receivable are considered delinquent when payment is not received within contractual terms and are charged off against the allowance for uncollectible accounts when management determines that recovery is unlikely and the Company ceases its collection efforts. There was no bad debt expense recorded for the nine months ended September 30, 2016 and 2015, and there was no allowance for uncollectible accounts recorded as of September 30, 2016 and December 31, 2015.

Business combinations

BUSINESS COMBINATIONS

The Company accounts for business combinations using the acquisition method of accounting. Under this method of accounting, the acquired company’s net assets are recorded at fair value as of the date of acquisition, and the results of operations of the acquired company are combined with our results from that date forward. Acquisition costs are expensed when incurred. The difference between the purchase price and the fair value of the net assets acquired (including identified intangibles) is recorded as goodwill. The change in the initial estimate of any contingent earnout amounts is reflected in the consolidated statements of income.

Goodwill and other intangible assets

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is not amortized and is subject to at least annual assessments for impairment by applying a fair value based test. The Company reviews goodwill annually and again at any quarter-end if a material event occurs during the quarter that may affect goodwill. If goodwill testing is required, an assessment of qualitative factors can be completed before performing the two step goodwill impairment test. If an assessment of qualitative factors determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then the two step goodwill impairment test is not required. Goodwill is evaluated for potential impairment by determining if our fair value has fallen below carrying value.

Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Other intangible assets that have finite lives, such as trade name, certain client relationships and non-compete agreements are amortized over their estimated useful lives. These finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to twenty-five years. Other intangible assets that have indefinite lives, such as certain client relationships, are not amortized. All other intangibles are evaluated for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Office properties and equipment

OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements, which are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Estimated useful lives are dependent upon the nature and condition of the asset and range from three to ten years. Repairs and maintenance are charged to expense as incurred, while improvements that extend the useful life are capitalized and depreciated to operating expense over the estimated remaining life of the asset. When the Bank receives an allowance for improvements to be made to one of its leased offices, we record the allowance as a deferred liability and recognize it as a reduction to rent expense over the life of the related lease.

Bank owned life insurance

BANK OWNED LIFE INSURANCE

Bank owned life insurance (“BOLI”) policies on certain officers and employees are recorded at net cash surrender value on the consolidated statements of financial condition. Upon termination of the BOLI policy the Company receives the cash surrender value. BOLI benefits are payable to the Company upon death of the insured. Changes in net cash surrender value are recognized as non-interest income in the consolidated statements of income.

Deposits

DEPOSITS

Deposits are stated at principal outstanding and interest on deposits is accrued and charged to interest expense daily and is paid or credited in accordance with the terms of the respective accounts.

Borrowings

BORROWINGS

The Company records FHLB advances and subordinated notes payable at their principal amount net of debt issuance costs, per ASU 2015-03. Interest expense is recognized based on the coupon rate of the obligations. Costs associated with the acquisition of subordinated notes payable are amortized to interest expense over the expected term of the borrowing.

Earnings per common share

EARNINGS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, excluding non-vested restricted stock. Diluted EPS reflects the potential dilution of upon the exercise of stock options and vesting of restricted stock awards granted utilizing the treasury stock method.

Income taxes

INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses all available evidence to determine the amount of deferred tax assets that are more-likely-than-not to be realized. The available evidence used in connection with the assessments includes taxable income in prior periods, projected taxable income, potential tax planning strategies and projected reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo significant change. Changes to the evidence used in the assessments could have a material adverse effect on the Company’s results of operations in the period in which they occur. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of income.

Derivatives and hedging activities

DERIVATIVES AND HEDGING ACTIVITIES

The Company accounts for derivative instruments and hedging activities in accordance with FASB ASC Topic 815, Derivatives and Hedging. All derivatives are evaluated at inception as to whether or not they are hedging or non-hedging activities, and appropriate documentation is maintained to support the final determination. All derivatives are recognized as either assets or liabilities on the consolidated statements of financial condition and measured at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item. For derivatives designated as cash flow hedges, changes in fair value of the effective portion of the cash flow hedges are reported in accumulated other comprehensive income (loss). When the cash flows associated with the hedged item are realized, the gain or loss included in accumulated other comprehensive income (loss) is recognized in the consolidated statement of income. The Company also has interest derivative positions that are not designated as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

Fair value measurement

FAIR VALUE MEASUREMENT

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date, using assumptions market participants would use when pricing an asset or liability. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Fair value measurement and disclosure guidance provides a three-level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances, on a non-recurring basis.

Stock-based compensation

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation awards based on estimated fair values, for all share-based awards, including stock options and restricted shares, made to employees and directors.

The Company accounts for stock-based employee compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation. As a result, compensation cost for all share-based payments is based on the grant-date fair value estimated in accordance with ASC Topic 718. The value of the portion of the award that is ultimately expected to vest is included in stock-based employee compensation cost in the consolidated statements of income and recorded as a component of additional paid-in capital, for equity-based awards. Compensation expense for all awards is recognized on a straight-line basis over the requisite service period for the entire grant.

Accumulated other comprehensive income (loss)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized holding gains (losses) and the non-credit component of losses on the Company’s investment securities available-for-sale are included in accumulated other comprehensive income (loss), net of applicable income taxes. Also included in accumulated other comprehensive income (loss) is the remaining unamortized balance of the unrealized holding gains (non-credit losses), net of applicable income taxes, that existed on the transfer date for investment securities reclassified into the held-to-maturity category from the available-for-sale category.

Unrealized holding gains (losses) on the effective portion of the Company’s cash flow hedge derivatives are included in accumulated other comprehensive income (loss), net of applicable income taxes, which will be reclassified to interest expense as interest payments are made on the Company’s debt.

Treasury stock

TREASURY STOCK

The repurchase of the Company’s common stock is recorded at cost. At the time of reissuance, the treasury stock account is reduced using the average cost method. Gains and losses on the reissuance of common stock are recorded in additional paid-in capital, to the extent additional paid-in capital from any previous net gains on treasury share transactions exists. Any net deficiency is charged to retained earnings.

Recent accounting developments

RECENT ACCOUNTING DEVELOPMENTS

In September of 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses eight classification issues related to the statement of cash flows. The eight classification issues are as follows: debt prepayment or debt extinguishment costs; settlement of zero-coupon bonds; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the ASU in an interim period, adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Entities should apply this ASU using a retrospective transition method to each period presented. If it is impracticable for an entity to apply the ASU retrospectively for some of the issues, it may apply the amendments for those issues prospectively as of the earliest date practicable. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. The changes are effective for public business entities that are SEC filers, for annual and interim periods in fiscal years beginning after December 15, 2019. All entities may early adopt the standard for annual and interim periods in fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes seven aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes; (6) practical expedient - expected term (nonpublic only); and (7) intrinsic value (nonpublic only). The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. Even if an entity early adopts the amendments after the first interim period, the adoption date is as of the beginning of the year for the issues adopted by the cumulative-effect and prospective methods. Any adjustments to previously reported interim periods of that fiscal year should be included in the year-to-date results. If those previously reported interim results appear in any future filings, they are reported on the revised basis. The Company chose to early adopt ASU 2016-09 in September 2016, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASC paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. ASU 2016-06 is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim period for which the entity’s financial statements have not been issued but would be retroactively applied to the beginning of the year that includes that interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016, the FASB issued ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies that a change in one of the parties to a derivative contract (through novation) that is part of a hedge accounting relationship does not, by itself, require dedesignation of that relationship, as long as all other hedge accounting criteria continue to be met. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which, among other things, requires lessees to recognize most leases on-balance sheet. This will increase their reported assets and liabilities - in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes Topic 840, Leases. ASU 2016-02 is effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for annual and interim periods in fiscal years beginning after December 15, 2018. This ASU mandates a modified retrospective transition method for all entities. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which will significantly change the income statement impact of equity investments, and the recognition of changes in fair value of financial liabilities when the fair value option is elected. The ASU is effective for public business entities for interim and annual periods in fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” This ASU eliminated the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The ASU was effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Correction and Improvements,” which, among other things, corrects the initial codification of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (as Amended by FASB Statement No. 166, Accounting for Transfers of Financial Assets).” The initial codification inadvertently added the word “public” to paragraph 860-10-50-7, which was not in the original guidance. The ASU also clarifies that the requirement relates to “involvement by others”. This amendment in ASU 2015-10 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-10 did not have a material impact on the Company’s consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” This ASU eliminated the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Reporting entities were required to adopt the ASU retrospectively. The effective date for public business entities was fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-07 did not have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs were not affected by the amendments in this update. For public business entities, the amendments in this update were effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity was required to comply with the applicable disclosures for a change in an accounting principle. These disclosures included the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that had been retrospectively adjusted, and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 did not have a material impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This ASU changed the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminated the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The new consolidation guidance was effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. At the effective date, all previous consolidation analyses that the guidance affects was required to be reconsidered. This included the consolidation analyses for all VIEs and for all limited partnerships and similar entities that previously were consolidated by the general partner even though the entities were not VIEs. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASUeliminated the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU did not affect disclosure guidance for events or transactions that are unusual in nature or infrequent in their occurrence. The ASU was effective for interim and annual periods in fiscal years beginning after December 15, 2015. The ASU allowed prospective or retrospective application. The effective date was the same for both public entities and all other entities. The adoption of ASU 2015-01 did not have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815),” required an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument issued in the form of a share, including the embedded derivative feature that is being evaluated for separate accounting from the host contract when evaluating whether the host contract is more akin to debt or equity. In evaluating the stated and implied substantive terms and features, the existence or omission of any single term or feature does not necessarily determine the economic characteristics and risks of the host contract. Although an individual term or feature may weigh more heavily in the evaluation on the basis of facts and circumstances, an entity should use judgment based on an evaluation of all the relevant terms and features. This ASU was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The effects of initially adopting the amendments should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendment is effective. Retrospective application was permitted to all relevant prior periods. The adoption of ASU 2014-16 did not have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU describes how an entity’s management should assess whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management should consider both quantitative and qualitative factors in making its assessment. If after considering management’s plans, substantial doubt about an entity’s going concern is alleviated, an entity shall disclose information in the footnotes that enables the users of the financial statements to understand the events that raised the going concern and how management’s plan alleviated this concern. If after considering management’s plans, substantial doubt about an entity’s going concern is not alleviated, the entity shall disclose in the footnotes indicating that a substantial doubt about the entity’s going concern exists within one year of the date of the issued financial statements. Additionally, the entity shall disclose the events that led to this going concern and management’s plans to mitigate them. The new standard applies to all entities for the first annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performing Target Could Be Achieved after the Requisite Service Period.” This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A reporting entity should apply FASB ASC Topic 718, Compensation-Stock Compensation, to awards with performance conditions that affect vesting. This update was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, for all entities. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The adoption of ASU 2014-12 did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of this update is that an entity should recognize revenue to depict the transfer of promised 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. ASU 2014-09 establishes a five-step model that entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. Per ASU 2015-14, this update is effective for annual periods and interim periods within fiscal years beginning after December 15, 2017, for public business entities, certain employee benefit plans, and certain not-for-profit entities applying U.S. GAAP. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact this standard will have on our results of operations and financial position.

Reclassification

RECLASSIFICATION

Certain items previously reported have been reclassified to conform with the current year’s reporting presentation and are considered immaterial.

XML

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table summarizes total consideration at closing, assets acquired and liabilities assumed for the TKG acquisition on April 29, 2016:

(Dollars in thousands)	TKG Acquisition
Consideration paid:
Cash	$	15,000
Estimated earnout, at closing	3,687
Fair value of total consideration	$	18,687
Fair value of assets acquired:
Cash and cash equivalents	$	905
Investment management fees receivable	912
Office properties and equipment	20
Other assets	106
Total assets acquired	1,943
Fair value of liabilities assumed:
Other liabilities	1,402
Total liabilities assumed	1,402
Fair value net identifiable assets acquired	541
Intangible assets acquired	13,585
Goodwill	4,561
Total net assets purchased	$	18,687

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

Goodwill is not amortized for book purposes, but is deductible for tax purposes. The following table shows the amount of other intangible assets acquired through the TKG acquisition on April 29, 2016, by class and estimated useful life.

(Dollars in thousands)	Gross Amount		Estimated Useful Life (months)
Trade name	$	2,850	300
Client Relationships:
Sub-advisory client list	330		132
Separate managed accounts client list	715		168
Non-compete agreements	390		48
Total finite-lived intangibles	$	4,285	242
Client Relationships:
Mutual fund client list	9,300		Indefinite life
Total intangibles assets	$	13,585

Business Acquisition, Pro Forma Information [Table Text Block]

The following table presents unaudited pro forma financial information which combines the historical consolidated statements of income of the Company and The Killen Group, Inc. to give effect to the acquisition as if it had occurred on January 1, 2015, for the periods indicated.

	Pro Forma
	Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015
Total revenue	$	91,815	$	88,733
Net income	$	21,780	$	17,470
Earnings per common share:
Basic	$	0.79	$	0.63
Diluted	$	0.77	$	0.62

XML

Investment Securities (Tables)

9 Months Ended

Sep. 30, 2016

Investments, Debt and Equity Securities [Abstract]

Schedule of investment securities available-for-sale

Investment securities available-for-sale and held-to-maturity are comprised of the following:

	September 30, 2016
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	59,034	$	512	$	5	$	59,541
Trust preferred securities	17,678		—		631		17,047
Non-agency mortgage-backed securities	5,750		9		—		5,759
Non-agency collateralized loan obligations	16,376		2		43		16,335
Agency collateralized mortgage obligations	45,724		49		198		45,575
Agency mortgage-backed securities	25,526		353		21		25,858
Agency debentures	4,749		—		6		4,743
Equity securities	8,567		—		291		8,276
Total investment securities available-for-sale	183,404		925		1,195		183,134
Investment securities held-to-maturity:
Corporate bonds	25,695		631		10		26,316
Municipal bonds	25,282		595		—		25,877
Total investment securities held-to-maturity	50,977		1,226		10		52,193
Total	$	234,381	$	2,151	$	1,205	$	235,327

	December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	43,952	$	18	$	237	$	43,733
Trust preferred securities	17,579		—		978		16,601
Non-agency mortgage-backed securities	5,756		—		13		5,743
Non-agency collateralized loan obligations	11,843		—		132		11,711
Agency collateralized mortgage obligations	49,544		92		265		49,371
Agency mortgage-backed securities	28,586		270		187		28,669
Agency debentures	4,719		13		—		4,732
Equity securities	8,358		—		599		7,759
Total investment securities available-for-sale	170,337		393		2,411		168,319
Investment securities held-to-maturity:
Corporate bonds	19,448		498		84		19,862
Agency debentures	2,453		19		—		2,472
Municipal bonds	25,389		377		1		25,765
Total investment securities held-to-maturity	47,290		894		85		48,099
Total	$	217,627	$	1,287	$	2,496	$	216,418

Schedule of investment securities held-to-maturity

Investment securities available-for-sale and held-to-maturity are comprised of the following:

	September 30, 2016
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	59,034	$	512	$	5	$	59,541
Trust preferred securities	17,678		—		631		17,047
Non-agency mortgage-backed securities	5,750		9		—		5,759
Non-agency collateralized loan obligations	16,376		2		43		16,335
Agency collateralized mortgage obligations	45,724		49		198		45,575
Agency mortgage-backed securities	25,526		353		21		25,858
Agency debentures	4,749		—		6		4,743
Equity securities	8,567		—		291		8,276
Total investment securities available-for-sale	183,404		925		1,195		183,134
Investment securities held-to-maturity:
Corporate bonds	25,695		631		10		26,316
Municipal bonds	25,282		595		—		25,877
Total investment securities held-to-maturity	50,977		1,226		10		52,193
Total	$	234,381	$	2,151	$	1,205	$	235,327

	December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
Investment securities available-for-sale:
Corporate bonds	$	43,952	$	18	$	237	$	43,733
Trust preferred securities	17,579		—		978		16,601
Non-agency mortgage-backed securities	5,756		—		13		5,743
Non-agency collateralized loan obligations	11,843		—		132		11,711
Agency collateralized mortgage obligations	49,544		92		265		49,371
Agency mortgage-backed securities	28,586		270		187		28,669
Agency debentures	4,719		13		—		4,732
Equity securities	8,358		—		599		7,759
Total investment securities available-for-sale	170,337		393		2,411		168,319
Investment securities held-to-maturity:
Corporate bonds	19,448		498		84		19,862
Agency debentures	2,453		19		—		2,472
Municipal bonds	25,389		377		1		25,765
Total investment securities held-to-maturity	47,290		894		85		48,099
Total	$	217,627	$	1,287	$	2,496	$	216,418

Schedule of contractual maturities of debt securities held to maturity

As of September 30, 2016, the contractual maturities of the debt securities are:

	September 30, 2016
	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	21,997	$	22,024	$	—	$	—
Due from one to five years	38,254		38,731		15,172		15,683
Due from five to ten years	19,738		19,729		34,897		35,550
Due after ten years	94,848		94,374		908		960
Total debt securities	$	174,837	$	174,858	$	50,977	$	52,193

Schedule of contractual maturities of debt securities available-for-sale

As of September 30, 2016, the contractual maturities of the debt securities are:

	September 30, 2016
	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	21,997	$	22,024	$	—	$	—
Due from one to five years	38,254		38,731		15,172		15,683
Due from five to ten years	19,738		19,729		34,897		35,550
Due after ten years	94,848		94,374		908		960
Total debt securities	$	174,837	$	174,858	$	50,977	$	52,193

Schedule of fair value and gross unrealized losses on investment securities held-to-maturity

The following tables show the fair value and gross unrealized losses on temporarily impaired investment securities available-for-sale and held-to-maturity, by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of September 30, 2016 and December 31, 2015, respectively:

	September 30, 2016
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	2,526	$	5	$	—	$	—	$	2,526	$	5
Trust preferred securities	—		—		17,047		631		17,047		631
Non-agency collateralized loan obligations	1,349		38		9,988		5		11,337		43
Agency collateralized mortgage obligations	9,458		34		30,887		164		40,345		198
Agency mortgage-backed securities	1,513		21		—		—		1,513		21
Agency debentures	4,743		6		—		—		4,743		6
Equity securities	—		—		8,276		291		8,276		291
Total investment securities available-for-sale	19,589		104		66,198		1,091		85,787		1,195
Investment securities held-to-maturity:
Corporate bonds	1,990		10		—		—		1,990		10
Total investment securities held-to-maturity	1,990		10		—		—		1,990		10
Total temporarily impaired securities	$	21,579	$	114	$	66,198	$	1,091	$	87,777	$	1,205

	December 31, 2015
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	23,582	$	155	$	6,460	$	82	$	30,042	$	237
Trust preferred securities	8,076		471		8,526		507		16,602		978
Non-agency mortgage-backed securities	—		—		5,743		13		5,743		13
Non-agency collateralized loan obligations	9,859		132		—		—		9,859		132
Agency collateralized mortgage obligations	25,566		151		11,836		114		37,402		265
Agency mortgage-backed securities	1,469		15		10,811		172		12,280		187
Equity securities	—		—		7,759		599		7,759		599
Total investment securities available-for-sale	68,552		924		51,135		1,487		119,687		2,411
Investment securities held-to-maturity:
Corporate bonds	9,863		84		—		—		9,863		84
Municipal bonds	571		1		—		—		571		1
Total investment securities held-to-maturity	10,434		85		—		—		10,434		85
Total temporarily impaired securities	$	78,986	$	1,009	$	51,135	$	1,487	$	130,121	$	2,496

Schedule of fair value and gross unrealized losses on investment securities available-for-sale

The following tables show the fair value and gross unrealized losses on temporarily impaired investment securities available-for-sale and held-to-maturity, by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of September 30, 2016 and December 31, 2015, respectively:

	September 30, 2016
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	2,526	$	5	$	—	$	—	$	2,526	$	5
Trust preferred securities	—		—		17,047		631		17,047		631
Non-agency collateralized loan obligations	1,349		38		9,988		5		11,337		43
Agency collateralized mortgage obligations	9,458		34		30,887		164		40,345		198
Agency mortgage-backed securities	1,513		21		—		—		1,513		21
Agency debentures	4,743		6		—		—		4,743		6
Equity securities	—		—		8,276		291		8,276		291
Total investment securities available-for-sale	19,589		104		66,198		1,091		85,787		1,195
Investment securities held-to-maturity:
Corporate bonds	1,990		10		—		—		1,990		10
Total investment securities held-to-maturity	1,990		10		—		—		1,990		10
Total temporarily impaired securities	$	21,579	$	114	$	66,198	$	1,091	$	87,777	$	1,205

	December 31, 2015
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available-for-sale:
Corporate bonds	$	23,582	$	155	$	6,460	$	82	$	30,042	$	237
Trust preferred securities	8,076		471		8,526		507		16,602		978
Non-agency mortgage-backed securities	—		—		5,743		13		5,743		13
Non-agency collateralized loan obligations	9,859		132		—		—		9,859		132
Agency collateralized mortgage obligations	25,566		151		11,836		114		37,402		265
Agency mortgage-backed securities	1,469		15		10,811		172		12,280		187
Equity securities	—		—		7,759		599		7,759		599
Total investment securities available-for-sale	68,552		924		51,135		1,487		119,687		2,411
Investment securities held-to-maturity:
Corporate bonds	9,863		84		—		—		9,863		84
Municipal bonds	571		1		—		—		571		1
Total investment securities held-to-maturity	10,434		85		—		—		10,434		85
Total temporarily impaired securities	$	78,986	$	1,009	$	51,135	$	1,487	$	130,121	$	2,496

XML

Loans (Tables)

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Schedule of loans receivable

Loans held-for-investment were comprised of the following:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	565,986		$	1,024,594		$	1,583,817		$	3,174,397
Deferred loan (fees) costs	(284		)	(2,662		)	3,202			256
Loans held-for-investment, net of deferred fees	565,702			1,021,932			1,587,019			3,174,653
Allowance for loan losses	(13,516		)	(5,108		)	(1,587		)	(20,211		)
Loans held-for-investment, net	$	552,186		$	1,016,824		$	1,585,432		$	3,154,442

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking			Total
Loans held-for-investment, before deferred fees	$	634,857		$	864,863		$	1,341,988		$	2,841,708
Deferred loan (fees) costs	(625		)	(2,675		)	2,876			(424		)
Loans held-for-investment, net of deferred fees	634,232			862,188			1,344,864			2,841,284
Allowance for loan losses	(11,064		)	(5,344		)	(1,566		)	(17,974		)
Loans held-for-investment, net	$	623,168		$	856,844		$	1,343,298		$	2,823,310

XML

Allowance for Loan Losses (Tables)

9 Months Ended

Sep. 30, 2016

Allowance for Loan Losses [Abstract]

Investment in loans by credit quality indicator

The following tables present the recorded investment in loans by credit quality indicator:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	518,100	$	1,019,508	$	1,586,462	$	3,124,070
Special mention	19,282		2,424		—		21,706
Substandard	28,320		—		557		28,877
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Pass	$	585,561	$	858,396	$	1,342,813	$	2,786,770
Special mention	31,863		880		—		32,743
Substandard	15,835		2,912		2,051		20,798
Doubtful	973		—		—		973
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

Change in allowance for loan losses

Changes in the allowance for loan losses were as follows for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	11,064		$	5,344		$	1,566	$	17,974
Provision (credit) for loan losses	3,286			(3,647		)	21		(340		)
Charge-offs	(1,542		)	—			—		(1,542		)
Recoveries	708			3,411			—		4,119
Balance, end of period	$	13,516		$	5,108		$	1,587	$	20,211

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	13,501		$	4,755	$	2,017		$	20,273
Provision (credit) for loan losses	(470		)	974		(735		)	(231		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	781			—		13			794
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

Changes in the allowance for loan losses were as follows for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate			Private Banking		Total
Balance, beginning of period	$	10,841	$	4,872		$	1,502	$	17,215
Provision (credit) for loan losses	2,548		(3,175		)	85		(542		)
Charge-offs	—		—			—		—
Recoveries	127		3,411			—		3,538
Balance, end of period	$	13,516	$	5,108		$	1,587	$	20,211

	Three Months Ended September 30, 2015
(Dollars in thousands)	Commercial and Industrial			Commercial Real Estate		Private Banking			Total
Balance, beginning of period	$	14,621		$	4,749	$	2,037		$	21,407
Provision (credit) for loan losses	(1,579		)	980		(742		)	(1,341		)
Charge-offs	(1,486		)	—		—			(1,486		)
Recoveries	770			—		—			770
Balance, end of period	$	12,326		$	5,729	$	1,295		$	19,350

Past due loans segregated by class of loan

The following tables present the age analysis of past due loans segregated by class of loan:

	September 30, 2016
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	—	$	565,702	$	565,702
Commercial real estate	—		—		—		—		1,021,932		1,021,932
Private banking	—		—		224		224		1,586,795		1,587,019
Loans held-for-investment	$	—	$	—	$	224	$	224	$	3,174,429	$	3,174,653

	December 31, 2015
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	976	$	976	$	633,256	$	634,232
Commercial real estate	—		—		2,912		2,912		859,276		862,188
Private banking	—		—		1,431		1,431		1,343,433		1,344,864
Loans held-for-investment	$	—	$	—	$	5,319	$	5,319	$	2,835,965	$	2,841,284

Investment in loans considered to be impaired

The following tables present the Company’s investment in loans considered to be impaired and related information on those impaired loans:

	As of and for the Nine Months Ended September 30, 2016
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	20,169	$	26,179	$	7,359	$	19,202	$	—
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total with a related allowance recorded	20,717		26,862		7,907		19,816		—
Without a related allowance recorded:
Commercial and industrial	489		505		—		488		20
Commercial real estate	—		—		—		—		—
Private banking	—		—		—		—		—
Total without a related allowance recorded	489		505		—		488		20
Total:
Commercial and industrial	20,658		26,684		7,359		19,690		20
Commercial real estate	—		—		—		—		—
Private banking	548		683		548		614		—
Total	$	21,206	$	27,367	$	7,907	$	20,304	$	20

	As of and for the Twelve Months Ended December 31, 2015
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial and industrial	$	11,797	$	19,204	$	3,800	$	15,331	$	—
Commercial real estate	—		—		—		—		—
Private banking	745		864		745		824		—
Total with a related allowance recorded	12,542		20,068		4,545		16,155		—
Without a related allowance recorded:
Commercial and industrial	513		1,789		—		838		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,203		1,448		—		1,202		—
Total without a related allowance recorded	4,628		12,304		—		5,148		29
Total:
Commercial and industrial	12,310		20,993		3,800		16,169		29
Commercial real estate	2,912		9,067		—		3,108		—
Private banking	1,948		2,312		745		2,026		—
Total	$	17,170	$	32,372	$	4,545	$	21,303	$	29

Allowance for credit losses and investment in loans by class

The following tables present the allowance for loan losses and recorded investment in loans by class:

	September 30, 2016
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	7,359	$	—	$	548	$	7,907
Collectively evaluated for impairment	6,157		5,108		1,039		12,304
Total allowance for loan losses	$	13,516	$	5,108	$	1,587	$	20,211
Loans held-for-investment:
Individually evaluated for impairment	$	20,658	$	—	$	548	$	21,206
Collectively evaluated for impairment	545,044		1,021,932		1,586,471		3,153,447
Loans held-for-investment	$	565,702	$	1,021,932	$	1,587,019	$	3,174,653

	December 31, 2015
(Dollars in thousands)	Commercial and Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	3,800	$	—	$	745	$	4,545
Collectively evaluated for impairment	7,264		5,344		821		13,429
Total allowance for loan losses	$	11,064	$	5,344	$	1,566	$	17,974
Loans held-for-investment:
Individually evaluated for impairment	$	12,310	$	2,912	$	1,948	$	17,170
Collectively evaluated for impairment	621,922		859,276		1,342,916		2,824,114
Loans held-for-investment	$	634,232	$	862,188	$	1,344,864	$	2,841,284

Loans classified as troubled debt restructuring

The following table provides additional information on the Company’s loans designated as troubled debt restructurings:

(Dollars in thousands)	September 30, 2016		December 31, 2015
Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring:
Performing loans accruing interest	$	489	$	510
Non-accrual loans	16,209		12,894
Total troubled debt restructurings	$	16,698	$	13,404

Financial effects of modifications

The financial effects of modifications made to loans newly designated as TDRs during three months ended September 30, 2016, were as follows:

	Three Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

There were no modifications made to loans newly designated as TDRs during the three months ended September 30, 2015.

The financial effects of modifications made to loans newly designated as TDRs during nine months ended September 30, 2016 and 2015, were as follows:

	Nine Months Ended September 30, 2016
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Extended term and deferred principal	1	$	7,160	$	7,181	$	1,360	$	1,360
Total	1	$	7,160	$	7,181	$	1,360	$	1,360

	Nine Months Ended September 30, 2015
(Dollars in thousands)	Count	Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial and industrial:
Change in interest terms	1	$	4,064	$	—	$	400	$	—
Extended term and deferred principal	1	433		—		433		—
Deferred principal	2	6,849		2,874		1,500		1,868
Total	4	$	11,346	$	2,874	$	2,333	$	1,868

XML

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

The following table presents the change in goodwill for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016		2015
Balance, beginning of period	$	34,163	$	34,163
Additions	4,561		—
Balance, end of period	$	38,724	$	34,163

Schedule of indefinite-lived intangible assets

The Company determined the amount of identifiable intangible assets based upon an independent valuation. The following table presents the change in intangible assets for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016			2015
Balance, beginning of period	$	16,653		$	18,211
Additions	13,585			—
Amortization	(1,291		)	(1,169		)
Balance, end of period	$	28,947		$	17,042

The following table presents the gross amount of intangible assets and total accumulated amortization by class:

	September 30, 2016							December 31, 2015
(Dollars in thousands)	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	4,040	$	(201	)	$	3,839	$	1,190	$	(109	)	$	1,081
Client Relationships:
Sub-advisory client list	11,530		(2,156		)	9,374		11,200		(1,521		)	9,679
Separate managed accounts client list	1,810		(304		)	1,506		1,095		(201		)	894
Other institutional client list	5,950		(1,398		)	4,552		5,950		(992		)	4,958
Non-compete agreements	465		(89		)	376		75		(34		)	41
Total finite-lived intangibles	$	23,795	$	(4,148	)	$	19,647	$	19,510	$	(2,857	)	$	16,653
Client Relationships:
Mutual fund client list (indefinite-lived)	9,300		—			9,300		—		—			—
Total intangibles assets	$	33,095	$	(4,148	)	$	28,947	$	19,510	$	(2,857	)	$	16,653

Schedule of finite-lived intangible assets

The following table presents the change in intangible assets for the nine months ended September 30, 2016 and 2015:

	Nine Months Ended September 30,
(Dollars in thousands)	2016			2015
Balance, beginning of period	$	16,653		$	18,211
Additions	13,585			—
Amortization	(1,291		)	(1,169		)
Balance, end of period	$	28,947		$	17,042

The following table presents the gross amount of intangible assets and total accumulated amortization by class:

	September 30, 2016							December 31, 2015
(Dollars in thousands)	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	4,040	$	(201	)	$	3,839	$	1,190	$	(109	)	$	1,081
Client Relationships:
Sub-advisory client list	11,530		(2,156		)	9,374		11,200		(1,521		)	9,679
Separate managed accounts client list	1,810		(304		)	1,506		1,095		(201		)	894
Other institutional client list	5,950		(1,398		)	4,552		5,950		(992		)	4,958
Non-compete agreements	465		(89		)	376		75		(34		)	41
Total finite-lived intangibles	$	23,795	$	(4,148	)	$	19,647	$	19,510	$	(2,857	)	$	16,653
Client Relationships:
Mutual fund client list (indefinite-lived)	9,300		—			9,300		—		—			—
Total intangibles assets	$	33,095	$	(4,148	)	$	28,947	$	19,510	$	(2,857	)	$	16,653

Schedule of finite-lived intangible assets, future amortization expense

The following is a summary of the expected amortization expense for finite-lived intangibles assets, assuming no future additions, for each of the five years following September 30, 2016:

(Dollars in thousands)	Amount
September 30,
2017	$	1,851
2018	1,840
2019	1,832
2020	1,791
2021	1,735
Thereafter	10,598
Total finite-lived intangibles	$	19,647
Indefinite-lived intangibles	9,300
Total intangibles assets	$	28,947

XML

Deposits (Tables)

9 Months Ended

Sep. 30, 2016

Deposits [Abstract]

Schedule of deposits

	Interest Rate Range as of	Weighted Average Interest Rate as of				Balance as of
(Dollars in thousands)	September 30, 2016	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Demand and savings accounts:
Noninterest-bearing checking accounts	—	—		—		$	222,577	$	159,859
Interest-bearing checking accounts	0.05 to 0.60%	0.49	%	0.42	%	198,317		136,037
Money market deposit accounts	0.05 to 1.50%	0.72	%	0.50	%	1,802,276		1,464,279
Total demand and savings accounts						2,223,170		1,760,175
Certificates of deposit	0.05 to 1.44%	0.92	%	0.78	%	864,060		929,669
Total deposit balance						$	3,087,230	$	2,689,844
Average rate paid on interest-bearing accounts		0.76	%	0.60	%

Schedule of maturities of time deposits

The contractual maturity of certificates of deposit, including brokered certificates of deposit, is as follows:

(Dollars in thousands)	September 30, 2016		December 31, 2015
12 months or less	$	701,343	$	645,004
12 months to 24 months	134,153		219,333
24 months to 36 months	28,564		65,332
36 months to 48 months	—		—
48 months to 60 months	—		—
Over 60 months	—		—
Total	$	864,060	$	929,669

Schedule of interest expense on deposits by type of deposit

Interest expense on deposits is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2016		2015		2016		2015
Interest-bearing checking accounts	$	234	$	99	$	541	$	318
Money market deposit accounts	3,017		1,523		7,847		4,079
Certificates of deposit	1,936		1,652		5,540		4,945
Total interest expense on deposits	$	5,187	$	3,274	$	13,928	$	9,342

XML

Borrowings (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of borrowings

As of September 30, 2016 and December 31, 2015, borrowings were comprised of the following:

	September 30, 2016					December 31, 2015
(Dollars in thousands)	Interest Rate		Ending Balance		Maturity Date	Interest Rate		Ending Balance		Maturity Date
FHLB borrowings:
Issued 9/30/2016	0.57	%	$	80,000	10/3/2016			$	—
Issued 9/29/2016	0.58	%	100,000		12/29/2016			—
Issued 12/31/2015			—			0.51	%	170,000		1/4/2016
Issued 7/29/2015			—			0.61	%	25,000		8/4/2016
Issued 7/29/2015	0.72	%	25,000		11/3/2016	0.72	%	25,000		11/3/2016
Subordinated notes payable (net of debt issuance costs of $540 and $692)	5.75	%	34,460		7/1/2019	5.75	%	34,308		7/1/2019
Total borrowings, net			$	239,460				$	254,308

XML

Regulatory Capital (Tables)

9 Months Ended

Sep. 30, 2016

Regulatory Capital Requirements [Abstract]

Schedule of compliance with regulatory capital requirements under banking regulations

The following tables set forth certain information concerning the Company’s and the Bank’s regulatory capital as of September 30, 2016 and December 31, 2015:

	September 30, 2016
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	318,874	13.05	%	$	195,464	8.00	%	N/A		N/A
Bank	$	311,395	12.88	%	$	193,409	8.00	%	$	241,761	10.00	%
Tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	146,598	6.00	%	N/A		N/A
Bank	$	292,618	12.10	%	$	145,057	6.00	%	$	193,409	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	286,496	11.73	%	$	109,948	4.50	%	N/A		N/A
Bank	$	292,618	12.10	%	$	108,792	4.50	%	$	157,145	6.50	%
Tier 1 leverage ratio
Company	$	286,496	8.09	%	$	141,663	4.00	%	N/A		N/A
Bank	$	292,618	8.33	%	$	140,450	4.00	%	$	175,562	5.00	%

	December 31, 2015
	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital ratio
Company	$	326,378	13.88	%	$	188,176	8.00	%	N/A		N/A
Bank	$	310,624	13.35	%	$	186,077	8.00	%	$	232,596	10.00	%
Tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	141,132	6.00	%	N/A		N/A
Bank	$	292,234	12.56	%	$	139,558	6.00	%	$	186,077	8.00	%
Common equity tier 1 risk-based capital ratio
Company	$	287,072	12.20	%	$	105,849	4.50	%	N/A		N/A
Bank	$	292,234	12.56	%	$	104,668	4.50	%	$	151,187	6.50	%
Tier 1 leverage ratio
Company	$	287,072	9.05	%	$	126,932	4.00	%	N/A		N/A
Bank	$	292,234	9.29	%	$	125,870	4.00	%	$	157,338	5.00	%

XML

Stock Transactions (Tables)

9 Months Ended

Sep. 30, 2016

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Schedule of common shares, activity

The tables below show the changes in the Company’s common shares outstanding during the periods indicated.

	Number of Common Shares Outstanding
Balance, December 31, 2014	28,060,888
Issuance of restricted common stock	255,916
Forfeitures of restricted common stock	(3,000	)
Exercise of stock options	35,000
Purchase of treasury stock	(321,109	)
Balance, September 30, 2015	28,027,695
Balance, December 31, 2015	28,056,195
Issuance of restricted common stock	460,309
Forfeitures of restricted common stock	(4,575	)
Exercise of stock options	139,500
Purchase of treasury stock	(334,275	)
Balance, September 30, 2016	28,317,154

XML

Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

The computation of basic and diluted earnings per common share for the periods presented is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Net income available to common shareholders	$	8,454	$	6,118	$	21,070	$	16,902
Weighted average common shares outstanding:
Basic	27,514,724		27,728,705		27,586,816		27,779,023
Non-vested restricted stock - dilutive	290,326		72,261		206,289		43,941
Stock options - dilutive	502,582		480,278		483,118		384,695
Diluted	28,307,632		28,281,244		28,276,223		28,207,659
Earnings per common share:
Basic	$	0.31	$	0.22	$	0.76	$	0.61
Diluted	$	0.30	$	0.22	$	0.75	$	0.60

Schedule of antidilutive securities excluded from computation of earnings per share

	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Anti-dilutive shares (1)	31,500	635,893	180,000	961,393

⁽¹⁾  Included stock options and non-vested restricted stock not considered for the calculation of diluted EPS as their inclusion would have been anti-dilutive.

XML

Derivatives and Hedging Activity (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative instruments in statement of financial position, fair value

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of September 30, 2016 and December 31, 2015:

	Asset Derivatives			Liability Derivatives
	as of September 30, 2016			as of September 30, 2016
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	585	Other liabilities	$	106
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	19,427	Other liabilities	$	20,946

	Asset Derivatives			Liability Derivatives
	as of December 31, 2015			as of December 31, 2015
(Dollars in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	—	Other liabilities	$	229
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	8,662	Other liabilities	$	9,363

Schedule of derivative instruments, gain (loss) in statement of financial performance

The tables below present the effect of the Company’s derivative financial instruments in the consolidated statements of income for the periods presented:

		Three Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(24	)	$	(54	)
	Non-interest income	—			1
	Interest expense	(46		)	—
Total		$	(70	)	$	(53	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	62		$	(414	)
Total		$	62		$	(414	)

		Nine Months Ended September 30,
(Dollars in thousands)		2016			2015
Derivatives designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Interest income	$	(71	)	$	(211	)
	Non-interest income	2			3
	Interest expense	(46		)	—
Total		$	(115	)	$	(208	)
Derivatives not designated as hedging instruments:	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate products	Non-interest income	$	(777	)	$	(371	)
Total		$	(777	)	$	(371	)

XML

Disclosures About Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of fair value, assets and liabilities measured on recurring basis

The following tables represent assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	59,541	$	—	$	59,541
Trust preferred securities	—		17,047		—		17,047
Non-agency mortgage-backed securities	—		5,759		—		5,759
Non-agency collateralized loan obligations	—		16,335		—		16,335
Agency collateralized mortgage obligations	—		45,575		—		45,575
Agency mortgage-backed securities	—		25,858		—		25,858
Agency debentures	—		4,743		—		4,743
Equity securities	8,276		—		—		8,276
Interest rate swaps	—		20,012		—		20,012
Total financial assets	8,276		194,870		—		203,146
Financial liabilities:
Interest rate swaps	—		21,052		—		21,052
Acquisition earnout liability	—		—		2,478		2,478
Total financial liabilities	$	—	$	21,052	$	2,478	$	23,530

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Financial assets:
Investment securities available-for-sale:
Corporate bonds	$	—	$	43,733	$	—	$	43,733
Trust preferred securities	—		16,601		—		16,601
Non-agency mortgage-backed securities	—		5,743		—		5,743
Non-agency collateralized loan obligations	—		11,711		—		11,711
Agency collateralized mortgage obligations	—		49,371		—		49,371
Agency mortgage-backed securities	—		28,669		—		28,669
Agency debentures	—		4,732		—		4,732
Equity securities	7,759		—		—		7,759
Interest rate swaps	—		8,662		—		8,662
Total financial assets	7,759		169,222		—		176,981
Financial liabilities:
Interest rate swaps	—		9,592		—		9,592
Total financial liabilities	$	—	$	9,592	$	—	$	9,592

Fair value measurements, nonrecurring

The following tables represent the balances of assets measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,810	$	12,810
Other real estate owned	—		—		4,268		4,268
Total assets	$	—	$	—	$	17,078	$	17,078

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
Loans measured for impairment, net	$	—	$	—	$	12,625	$	12,625
Other real estate owned	—		—		1,730		1,730
Total assets	$	—	$	—	$	14,355	$	14,355

Fair value inputs, assets, quantitative information

The following tables present additional quantitative information about assets measured at fair value on a recurring and non-recurring basis and for which we have utilized Level 3 inputs to determine fair value as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	12,810	Discounted cash flow	Discount due to restructured nature of operations	6	%
Other real estate owned	$	4,268	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

	December 31, 2015
(Dollars in thousands)	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs	Weighted Average Discount Rate
Loans measured for impairment, net	$	5,428	Appraisal value or Liquidation analysis	Discount due to salability conditions	14	%
Loans measured for impairment, net	$	7,197	Discounted cash flow	Discount due to restructured nature of operations	7	%
Other real estate owned	$	1,730	Appraisal value	Discount due to salability conditions	10	%

⁽¹⁾  Fair value is generally determined through independent appraisals or liquidation analysis of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

Schedule of fair and carrying value of financial assets and liabilities

A summary of the carrying amounts and estimated fair values of financial instruments is as follows:

		September 30, 2016				December 31, 2015
(Dollars in thousands)	Fair Value Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	120,736	$	120,736	$	96,676	$	96,676
Investment securities available-for-sale: debt	2	174,858		174,858		160,560		160,560
Investment securities available-for-sale: equity	1	8,276		8,276		7,759		7,759
Investment securities held-to-maturity	2	50,977		52,193		47,290		48,099
Federal Home Loan Bank stock	2	9,232		9,232		9,802		9,802
Loans held-for-investment, net	3	3,154,442		3,147,526		2,823,310		2,813,278
Accrued interest receivable	2	8,559		8,559		7,056		7,056
Investment management fees receivable	2	8,166		8,166		6,191		6,191
Bank owned life insurance	2	64,350		64,350		60,019		60,019
Interest rate swaps	2	20,012		20,012		8,662		8,662
Other real estate owned	3	4,268		4,268		1,730		1,730
Financial liabilities:
Deposits	2	$	3,087,230	$	3,088,170	$	2,689,844	$	2,690,693
Borrowings, net	2	239,460		240,576		254,308		255,179
Acquisition earnout liability	3	2,478		2,478		—		—
Interest rate swaps	2	21,052		21,052		9,592		9,592

XML

Changes in Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Changes in accumulated other comprehensive income (loss)

The following table shows the changes in accumulated other comprehensive income (loss), for the periods presented:

	Three Months Ended September 30,
	2016									2015
(Dollars in thousands)	Investment Securities			Derivatives			Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,020	)	$	(56	)	$	(1,076	)	$	(215	)	$	—	$	(215	)
Change in unrealized holding gains (losses)	711			402			1,113			(698		)	—		(698		)
Losses (gains) reclassified from other comprehensive income (1)	(8		)	29			21			—			—		—
Net other comprehensive income (loss)	703			431			1,134			(698		)	—		(698		)
Balance, end of period	$	(317	)	$	375		$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $14,000 and $0, net of income tax expense of $6,000 and $0 for the three months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the three months ended September 30, 2016 and 2015, respectively.

	Nine Months Ended September 30,
	2016								2015
(Dollars in thousands)	Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)			Investment Securities			Derivatives		Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(1,443	)	$	—	$	(1,443	)	$	(627	)	$	—	$	(627	)
Change in unrealized holding gains (losses)	1,175			346		1,521			(275		)	—		(275		)
Losses (gains) reclassified from other comprehensive income (1)	(49		)	29		(20		)	(11		)	—		(11		)
Net other comprehensive income (loss)	1,126			375		1,501			(286		)	—		(286		)
Balance, end of period	$	(317	)	$	375	$	58		$	(913	)	$	—	$	(913	)

⁽¹⁾  Consists of net realized gain on sale and call of investment securities of $77,000 and $17,000, net of income tax expense of $28,000 and $6,000 for the nine months ended September 30, 2016 and 2015, respectively, and net realized loss on derivatives of $46,000 and $0, net of income tax benefit of $17,000 and $0 for the nine months ended September 30, 2016 and 2015, respectively.

XML

Segments (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment

The following tables provide financial information for the two segments of the Company as of and for the periods indicated. The information provided under the caption “Parent and Other” represents general operating expenses of the Company not considered to be a reportable segment, which includes the parent company activity as well as eliminations and adjustments that are necessary for purposes of reconciliation to the consolidated amounts.

(Dollars in thousands)	September 30, 2016			December 31, 2015
Assets:	(unaudited)
Bank	$	3,635,264		$	3,236,756
Investment management	81,437			65,516
Parent and other	(1,183		)	(101		)
Total assets	$	3,715,518		$	3,302,171

	Three Months Ended September 30, 2016												Three Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	24,855		$	—		$	70		$	24,925		$	20,932		$	—		$	57		$	20,989
Interest expense	5,673			—			548			6,221			3,430			—			554			3,984
Net interest income (loss)	19,182			—			(478		)	18,704			17,502			—			(497		)	17,005
Provision (credit) for loan losses	(542		)	—			—			(542		)	(1,341		)	—			—			(1,341		)
Net interest income (loss) after provision for loan losses	19,724			—			(478		)	19,246			18,843			—			(497		)	18,346
Non-interest income:
Investment management fees	—			10,391			(58		)	10,333			—			7,074			(54		)	7,020
Net gain on the sale and call of investment securities	14			—			—			14			—			—			—			—
Other non-interest income	2,149			1			—			2,150			1,002			(7		)	—			995
Total non-interest income	2,163			10,392			(58		)	12,497			1,002			7,067			(54		)	8,015
Non-interest expense:
Intangible amortization expense	—			463			—			463			—			390			—			390
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	13,227			8,009			24			21,260			12,015			4,936			(40		)	16,911
Total non-interest expense	13,227			7,263			24			20,514			12,015			5,326			(40		)	17,301
Income (loss) before tax	8,660			3,129			(560		)	11,229			7,830			1,741			(511		)	9,060
Income tax expense (benefit)	1,823			1,385			(433		)	2,775			2,442			660			(160		)	2,942
Net income (loss)	$	6,837		$	1,744		$	(127	)	$	8,454		$	5,388		$	1,081		$	(351	)	$	6,118

	Nine Months Ended September 30, 2016												Nine Months Ended September 30, 2015
(Dollars in thousands)	Bank			Investment Management			Parent and Other			Consolidated			Bank			Investment Management			Parent and Other			Consolidated
Income statement data:	(unaudited)												(unaudited)
Interest income	$	71,871		$	—		$	209		$	72,080		$	61,509		$	—		$	163		$	61,672
Interest expense	15,130			—			1,650			16,780			9,689			—			1,642			11,331
Net interest income (loss)	56,741			—			(1,441		)	55,300			51,820			—			(1,479		)	50,341
Provision (credit) for loan losses	(340		)	—			—			(340		)	(231		)	—			—			(231		)
Net interest income (loss) after provision for loan losses	57,081			—			(1,441		)	55,640			52,051			—			(1,479		)	50,572
Non-interest income:
Investment management fees	—			26,981			(167		)	26,814			—			22,332			(143		)	22,189
Net gain on the sale and call of investment securities	77			—			—			77			17			—			—			17
Other non-interest income	5,966			2			—			5,968			4,242			(6		)	—			4,236
Total non-interest income	6,043			26,983			(167		)	32,859			4,259			22,326			(143		)	26,442
Non-interest expense:
Intangible amortization expense	—			1,291			—			1,291			—			1,169			—			1,169
Change in fair value of acquisition earnout	—			(1,209		)	—			(1,209		)	—			—			—			—
Other non-interest expense	37,849			19,986			60			57,895			34,958			15,931			(73		)	50,816
Total non-interest expense	37,849			20,068			60			57,977			34,958			17,100			(73		)	51,985
Income (loss) before tax	25,275			6,915			(1,668		)	30,522			21,352			5,226			(1,549		)	25,029
Income tax expense (benefit)	7,476			2,833			(857		)	9,452			6,630			1,981			(484		)	8,127
Net income (loss)	$	17,799		$	4,082		$	(811	)	$	21,070		$	14,722		$	3,245		$	(1,065	)	$	16,902

XML

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) offices portfolio subsidiary	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Significant Accounting Policies [Line Items]
Number of wholly-owned subsidiaries | subsidiary	3
Assets under management, carrying amount	$ 10,800,000
Number of representative offices, additional to main office | offices	4
Consecutive period loan is current (in months)	6 months
Number of loan portfolios | portfolio	3
Bad debt expense	$ 0	$ 0
Allowance for uncollectible accounts	$ 0		$ 0
Maximum
Significant Accounting Policies [Line Items]
Original maturity of short-term investments (in days)	90 days
Estimated useful lives of intangible assets (in years)	25 years
Estimated useful lives of office properties and equipment (in years)	10 years
Minimum
Significant Accounting Policies [Line Items]
Past due period for loans (in days)	90 days
Estimated useful lives of intangible assets (in years)	4 years
Estimated useful lives of office properties and equipment (in years)	3 years

XML

Business Combinations - Assets Acquired (Details) - USD ($) $ in Thousands	Apr. 29, 2016	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Intangible assets acquired		$ 33,095	$ 19,510
Goodwill		$ 38,724	$ 34,163	$ 34,163	$ 34,163
The Killen Group, Inc.
Business Acquisition [Line Items]
Cash	$ 15,000
Estimated earnout, at closing	3,687
Fair value of total consideration	18,687
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash and cash equivalents	905
Investment management fees receivable	912
Office properties and equipment	20
Other assets	106
Total assets acquired	1,943
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Other liabilities	1,402
Total liabilities assumed	1,402
Fair value net identifiable assets acquired	541
Intangible assets acquired	13,585
Goodwill	4,561
Total net assets purchased	$ 18,687

XML

Business Combinations - Other Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Apr. 29, 2016	Sep. 30, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Gross Amount		$ 23,795	$ 19,510
Mutual fund client list		9,300
Total intangible assets, gross		33,095	19,510
The Killen Group, Inc.
Business Acquisition [Line Items]
Gross Amount	$ 4,285
Estimated Useful Life (months)	242 months
Total intangible assets, gross	$ 13,585
Mutual fund client list
Business Acquisition [Line Items]
Mutual fund client list		9,300	0
Mutual fund client list | The Killen Group, Inc.
Business Acquisition [Line Items]
Mutual fund client list	9,300
Trade name
Business Acquisition [Line Items]
Gross Amount		4,040	1,190
Trade name | The Killen Group, Inc.
Business Acquisition [Line Items]
Gross Amount	$ 2,850
Estimated Useful Life (months)	300 months
Sub-advisory client list
Business Acquisition [Line Items]
Gross Amount		11,530	11,200
Sub-advisory client list | The Killen Group, Inc.
Business Acquisition [Line Items]
Gross Amount	$ 330
Estimated Useful Life (months)	132 months
Separate managed accounts client list
Business Acquisition [Line Items]
Gross Amount		1,810	1,095
Separate managed accounts client list | The Killen Group, Inc.
Business Acquisition [Line Items]
Gross Amount	$ 715
Estimated Useful Life (months)	168 months
Non-compete agreements
Business Acquisition [Line Items]
Gross Amount		$ 465	$ 75
Non-compete agreements | The Killen Group, Inc.
Business Acquisition [Line Items]
Gross Amount	$ 390
Estimated Useful Life (months)	48 months

XML

Business Combinations - Pro Forma (Details) - The Killen Group, Inc. - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Business Acquisition [Line Items]
Proforma total revenue	$ 91,815	$ 88,733
Proforma net income	$ 21,780	$ 17,470
Proforma earnings per share, basic (in usd per share)	$ 0.79	$ 0.63
Proforma earnings per share, diluted (in usd per share)	$ 0.77	$ 0.62

XML

Business Combinations - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 29, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Assets under management, carrying amount		$ 10,800,000		$ 10,800,000
Contingent consideration		2,478	$ 0	2,478	$ 0
Change in amount of contingent consideration, liability		$ 1,209	$ 0	1,209	$ 0
The Killen Group, Inc.
Business Acquisition [Line Items]
Assets under management, carrying amount	$ 2,020,000
Cash	15,000
EBITDA contingency for purchase price	3,000
Contingent consideration	$ 3,700
Acquisition related costs				1		$ 601
Revenue of acquiree since acquisition date, actual				4,600
Earnings or loss of acquiree since acquisition date, actual				$ 818

XML

Investment Securities - Investment Types (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Investment securities available-for-sale:
Amortized Cost	$ 183,404	$ 170,337
Gross Unrealized Appreciation	925	393
Gross Unrealized Depreciation	1,195	2,411
Estimated Fair Value	183,134	168,319
Investment securities held-to-maturity:
Amortized Cost	50,977	47,290
Gross Unrealized Appreciation	1,226	894
Gross Unrealized Depreciation	10	85
Estimated Fair Value	52,193	48,099
Amortized Cost	234,381	217,627
Gross Unrealized Appreciation	2,151	1,287
Gross Unrealized Depreciation	1,205	2,496
Estimated Fair Value	235,327	216,418
Corporate bonds
Investment securities available-for-sale:
Amortized Cost	59,034	43,952
Gross Unrealized Appreciation	512	18
Gross Unrealized Depreciation	5	237
Estimated Fair Value	59,541	43,733
Investment securities held-to-maturity:
Amortized Cost	25,695	19,448
Gross Unrealized Appreciation	631	498
Gross Unrealized Depreciation	10	84
Estimated Fair Value	26,316	19,862
Trust preferred securities
Investment securities available-for-sale:
Amortized Cost	17,678	17,579
Gross Unrealized Appreciation	0	0
Gross Unrealized Depreciation	631	978
Estimated Fair Value	17,047	16,601
Non-agency mortgage-backed securities
Investment securities available-for-sale:
Amortized Cost	5,750	5,756
Gross Unrealized Appreciation	9	0
Gross Unrealized Depreciation	0	13
Estimated Fair Value	5,759	5,743
Non-agency collateralized loan obligations
Investment securities available-for-sale:
Amortized Cost	16,376	11,843
Gross Unrealized Appreciation	2	0
Gross Unrealized Depreciation	43	132
Estimated Fair Value	16,335	11,711
Agency collateralized mortgage obligations
Investment securities available-for-sale:
Amortized Cost	45,724	49,544
Gross Unrealized Appreciation	49	92
Gross Unrealized Depreciation	198	265
Estimated Fair Value	45,575	49,371
Agency mortgage-backed securities
Investment securities available-for-sale:
Amortized Cost	25,526	28,586
Gross Unrealized Appreciation	353	270
Gross Unrealized Depreciation	21	187
Estimated Fair Value	25,858	28,669
Agency debentures
Investment securities available-for-sale:
Amortized Cost	4,749	4,719
Gross Unrealized Appreciation	0	13
Gross Unrealized Depreciation	6	0
Estimated Fair Value	4,743	4,732
Investment securities held-to-maturity:
Amortized Cost		2,453
Gross Unrealized Appreciation		19
Gross Unrealized Depreciation		0
Estimated Fair Value		2,472
Equity securities
Investment securities available-for-sale:
Amortized Cost	8,567	8,358
Gross Unrealized Appreciation	0	0
Gross Unrealized Depreciation	291	599
Estimated Fair Value	8,276	7,759
Municipal bonds
Investment securities held-to-maturity:
Amortized Cost	25,282	25,389
Gross Unrealized Appreciation	595	377
Gross Unrealized Depreciation	0	1
Estimated Fair Value	$ 25,877	$ 25,765

XML

Investment Securities - Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Available-for-sale Securities, Debt Maturities, Amortized Cost
Due in one year or less	$ 21,997
Due from one to five years	38,254
Due from five to ten years	19,738
Due after ten years	94,848
Amortized Cost	174,837
Available-for-sale Securities, Debt Maturities, Estimated Fair Value
Due in one year or less	22,024
Due from one to five years	38,731
Due from five to ten years	19,729
Due after ten years	94,374
Estimated Fair Value	174,858
Held-to-maturity Securities, Debt Maturities, Amortized Cost
Due in one year or less	0
Due from one to five years	15,172
Due from five to ten years	34,897
Due after ten years	908
Amortized Cost	50,977	$ 47,290
Held-to-maturity Securities, Debt Maturities, Estimated Fair Value
Due in one year or less	0
Due from one to five years	15,683
Due from five to ten years	35,550
Due after ten years	960
Estimated Fair Value	$ 52,193	$ 48,099

XML

Investment Securities - Unrealized Losses (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	$ 19,589	$ 68,552
12 Months or More	66,198	51,135
Total	85,787	119,687
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	104	924
12 Months or More	1,091	1,487
Total	1,195	2,411
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	1,990	10,434
12 Months or More	0	0
Total	1,990	10,434
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	10	85
12 Months or More	0	0
Total	10	85
Less than 12 Months, Fair Value, Total Impaired Securities	21,579	78,986
Less than 12 Months, Unrealized losses, Total Impaired Securities	114	1,009
12 Months or More, Fair Value, Total Impaired Securities	66,198	51,135
12 Months or More, Unrealized losses, Total Impaired Securities	1,091	1,487
Total, Fair Value, Total Impaired Securities	87,777	130,121
Total, Unrealized losses, Total Impaired Securities	1,205	2,496
Corporate bonds
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	2,526	23,582
12 Months or More	0	6,460
Total	2,526	30,042
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	5	155
12 Months or More	0	82
Total	5	237
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	1,990	9,863
12 Months or More	0	0
Total	1,990	9,863
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	10	84
12 Months or More	0	0
Total	10	84
Trust preferred securities
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	0	8,076
12 Months or More	17,047	8,526
Total	17,047	16,602
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	0	471
12 Months or More	631	507
Total	631	978
Non-agency mortgage-backed securities
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months		0
12 Months or More		5,743
Total		5,743
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months		0
12 Months or More		13
Total		13
Non-agency collateralized loan obligations
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	1,349	9,859
12 Months or More	9,988	0
Total	11,337	9,859
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	38	132
12 Months or More	5	0
Total	43	132
Agency collateralized mortgage obligations
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	9,458	25,566
12 Months or More	30,887	11,836
Total	40,345	37,402
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	34	151
12 Months or More	164	114
Total	198	265
Agency mortgage-backed securities
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	1,513	1,469
12 Months or More	0	10,811
Total	1,513	12,280
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	21	15
12 Months or More	0	172
Total	21	187
Agency debentures
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	4,743
12 Months or More	0
Total	4,743
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	6
12 Months or More	0
Total	6
Equity securities
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months	0	0
12 Months or More	8,276	7,759
Total	8,276	7,759
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months	0	0
12 Months or More	291	599
Total	$ 291	599
Municipal bonds
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses [Abstract]
Less than 12 Months		571
12 Months or More		0
Total		571
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value [Abstract]
Less than 12 Months		1
12 Months or More		0
Total		$ 1

XML

Investment Securities - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) position	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) position	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($) position
Schedule of Available-for-sale Securities [Line Items]
Interest income on investments securities	$ 1,100	$ 825	$ 3,100	$ 2,100
Non-taxable interest income on investment securities	107	109	338	297
Dividend income on investment securities	215	106	552	473
Available-for-sale securities with a contractual maturity due after ten years	94,374		94,374
Floating rate available-for-sale securities with a contractual maturity due after ten years	$ 82,600		$ 82,600
Percent of floating rate available-for-sale securities with a contractual maturity due after ten years	87.60%		87.60%
Held-to-maturity securities, debt maturities due from five to ten years	$ 34,897		$ 34,897
Held-to-maturity securities, debt maturities due from five to ten years, callable	14,300		14,300
Proceeds from the sale of investment securities available-for-sale	1,700	0	4,691	9,734
Net gain on the sale of investment securities available-for-sale	14		31	17
Gross realized gains on available-for-sale securities	14	0	34	34
Gross realized losses on available-for-sale securities	$ 0	$ 0	3	17
Held-to-maturity investment security called			2,500
Gross realized gains on held-to-maturity securities			$ 46
Available-for-sale, number of positions in an unrealized loss position | position	26		26		36
Available-for-sale securities. aggregate unrealized losses	$ 1,195		$ 1,195		$ 2,411
Available-for-sale, number of positions in an unrealized loss position for more than 12 months | position	14		14		14
Available-for-sale, continuous unrealized loss position for more than 12 months	$ 1,091		$ 1,091		$ 1,487
Held-to-maturity, number of positions in an unrealized loss position | position	1		1		6
Held-to-maturity securities, aggregate unrealized losses	$ 10		$ 10		$ 85
Held-to-maturity, number of positions in an unrealized loss position for more than 12 months | position	0		0		0
Investment securities trading, at fair value	$ 0		$ 0		$ 0
Federal Home Loan Bank stock	9,232		9,232		$ 9,802
Payments for (proceeds from) Federal Home Loan Bank stock			(570)	$ 2,272
Federal Home Loan Bank
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities available to be pledged as collateral for borrowings	$ 5,400		$ 5,400

XML

Loans - Loans by Class (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held-for-investment, net of deferred fees	$ 3,174,653		$ 2,841,284
Allowance for loan losses	(20,211)	$ (17,215)	(17,974)	$ (19,350)	$ (21,407)	$ (20,273)
Loans held-for-investment, net	3,154,442		2,823,310
Loans receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held-for-investment, before deferred fees	3,174,397		2,841,708
Deferred loan (fees) costs	256		(424)
Loans held-for-investment, net of deferred fees	3,174,653		2,841,284
Allowance for loan losses	(20,211)		(17,974)
Loans held-for-investment, net	3,154,442		2,823,310
Commercial and Industrial | Loans receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held-for-investment, before deferred fees	565,986		634,857
Deferred loan (fees) costs	(284)		(625)
Loans held-for-investment, net of deferred fees	565,702		634,232
Allowance for loan losses	(13,516)		(11,064)
Loans held-for-investment, net	552,186		623,168
Commercial Real Estate | Loans receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held-for-investment, before deferred fees	1,024,594		864,863
Deferred loan (fees) costs	(2,662)		(2,675)
Loans held-for-investment, net of deferred fees	1,021,932		862,188
Allowance for loan losses	(5,108)		(5,344)
Loans held-for-investment, net	1,016,824		856,844
Private Banking | Loans receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held-for-investment, before deferred fees	1,583,817		1,341,988
Deferred loan (fees) costs	3,202		2,876
Loans held-for-investment, net of deferred fees	1,587,019		1,344,864
Allowance for loan losses	(1,587)		(1,566)
Loans held-for-investment, net	$ 1,585,432		$ 1,343,298

XML

Loans - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) letter	Sep. 30, 2015 USD ($) letter	Dec. 31, 2015 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unfunded commitments, including letters of credit	$ 1,610,000		$ 1,270,000
Lending commitments maturing in the next 12 months	1,320,000
Lending commitments maturing in second and third year, total	176,900
Lending commitments maturing after third year	117,600
Reserve for losses on unfunded commitments	697		546
Loans in the process of origination	53,500		31,100
Standby letters of credit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unfunded commitments, including letters of credit	82,300		$ 89,900
Standby letters of credit expiring in next 12 months	$ 44,100
Number of letters of credit drawn | letter	1	2
Standby letters of credit	$ 100	$ 146

XML

Allowance for Loan Losses - Credit Quality Indicator (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	$ 3,174,653	$ 2,841,284
Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	565,702	634,232
Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	1,021,932	862,188
Private Banking
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	1,587,019	1,344,864
Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	3,124,070	2,786,770
Pass | Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	518,100	585,561
Pass | Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	1,019,508	858,396
Pass | Private Banking
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	1,586,462	1,342,813
Special mention
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	21,706	32,743
Special mention | Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	19,282	31,863
Special mention | Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	2,424	880
Special mention | Private Banking
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	0	0
Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	28,877	20,798
Substandard | Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	28,320	15,835
Substandard | Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	0	2,912
Substandard | Private Banking
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment	$ 557	2,051
Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment		973
Doubtful | Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment		973
Doubtful | Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment		0
Doubtful | Private Banking
Financing Receivable, Recorded Investment [Line Items]
Loans held-for-investment		$ 0

XML

Allowance for Loan Losses - Changes in Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	$ 17,215	$ 21,407	$ 17,974	$ 20,273
Provision (credit) for loan losses	(542)	(1,341)	(340)	(231)
Charge-offs	0	(1,486)	(1,542)	(1,486)
Recoveries	3,538	770	4,119	794
Balance, end of period	20,211	19,350	20,211	19,350
Commercial and Industrial
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	10,841	14,621	11,064	13,501
Provision (credit) for loan losses	2,548	(1,579)	3,286	(470)
Charge-offs	0	(1,486)	(1,542)	(1,486)
Recoveries	127	770	708	781
Balance, end of period	13,516	12,326	13,516	12,326
Commercial Real Estate
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	4,872	4,749	5,344	4,755
Provision (credit) for loan losses	(3,175)	980	(3,647)	974
Charge-offs	0	0	0	0
Recoveries	3,411	0	3,411	0
Balance, end of period	5,108	5,729	5,108	5,729
Private Banking
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	1,502	2,037	1,566	2,017
Provision (credit) for loan losses	85	(742)	21	(735)
Charge-offs	0	0	0	0
Recoveries	0	0	0	13
Balance, end of period	$ 1,587	$ 1,295	$ 1,587	$ 1,295

XML

Allowance for Loan Losses - Analysis of Past Due Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	$ 224	$ 5,319
Current	3,174,429	2,835,965
Loans held-for-investment, net of deferred fees	3,174,653	2,841,284
Commercial and Industrial
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	976
Current	565,702	633,256
Loans held-for-investment, net of deferred fees	565,702	634,232
Commercial Real Estate
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	2,912
Current	1,021,932	859,276
Loans held-for-investment, net of deferred fees	1,021,932	862,188
Private Banking
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	224	1,431
Current	1,586,795	1,343,433
Loans held-for-investment, net of deferred fees	1,587,019	1,344,864
30-59 Days Past Due
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
30-59 Days Past Due | Commercial and Industrial
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
30-59 Days Past Due | Commercial Real Estate
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
30-59 Days Past Due | Private Banking
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
60-89 Days Past Due
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
60-89 Days Past Due | Commercial and Industrial
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
60-89 Days Past Due | Commercial Real Estate
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
60-89 Days Past Due | Private Banking
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	0
Loans Past Due 90 Days or More
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	224	5,319
Loans Past Due 90 Days or More | Commercial and Industrial
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	976
Loans Past Due 90 Days or More | Commercial Real Estate
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	0	2,912
Loans Past Due 90 Days or More | Private Banking
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	$ 224	$ 1,431

XML

Allowance for Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Recorded Investment
With a related allowance	$ 20,717	$ 12,542
Without a related allowance	489	4,628
Total	21,206	17,170
Unpaid Principal Balance
With a related allowance	26,862	20,068
Without a related allowance	505	12,304
Total	27,367	32,372
Related Allowance	7,907	4,545
Average Recorded Investment
With a related allowance	19,816	16,155
Without a related allowance	488	5,148
Total	20,304	21,303
Interest Income Recognized
With a related allowance	0	0
Without a related allowance	20	29
Total	20	29
Commercial and Industrial
Recorded Investment
With a related allowance	20,169	11,797
Without a related allowance	489	513
Total	20,658	12,310
Unpaid Principal Balance
With a related allowance	26,179	19,204
Without a related allowance	505	1,789
Total	26,684	20,993
Related Allowance	7,359	3,800
Average Recorded Investment
With a related allowance	19,202	15,331
Without a related allowance	488	838
Total	19,690	16,169
Interest Income Recognized
With a related allowance	0	0
Without a related allowance	20	29
Total	20	29
Commercial Real Estate
Recorded Investment
With a related allowance	0	0
Without a related allowance	0	2,912
Total	0	2,912
Unpaid Principal Balance
With a related allowance	0	0
Without a related allowance	0	9,067
Total	0	9,067
Related Allowance	0	0
Average Recorded Investment
With a related allowance	0	0
Without a related allowance	0	3,108
Total	0	3,108
Interest Income Recognized
With a related allowance	0	0
Without a related allowance	0	0
Total	0	0
Private Banking
Recorded Investment
With a related allowance	548	745
Without a related allowance	0	1,203
Total	548	1,948
Unpaid Principal Balance
With a related allowance	683	864
Without a related allowance	0	1,448
Total	683	2,312
Related Allowance	548	745
Average Recorded Investment
With a related allowance	614	824
Without a related allowance	0	1,202
Total	614	2,026
Interest Income Recognized
With a related allowance	0	0
Without a related allowance	0	0
Total	$ 0	$ 0

XML

Allowance for Loan Losses - Allowance (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Allowance for loan losses:
Individually evaluated for impairment	$ 7,907	$ 4,545
Collectively evaluated for impairment	12,304	13,429
Total allowance for loan losses	20,211	17,974
Loans held-for-investment:
Individually evaluated for impairment	21,206	17,170
Collectively evaluated for impairment	3,153,447	2,824,114
Loans held-for-investment, net of deferred fees	3,174,653	2,841,284
Commercial and Industrial
Allowance for loan losses:
Individually evaluated for impairment	7,359	3,800
Collectively evaluated for impairment	6,157	7,264
Total allowance for loan losses	13,516	11,064
Loans held-for-investment:
Individually evaluated for impairment	20,658	12,310
Collectively evaluated for impairment	545,044	621,922
Loans held-for-investment, net of deferred fees	565,702	634,232
Commercial Real Estate
Allowance for loan losses:
Individually evaluated for impairment	0	0
Collectively evaluated for impairment	5,108	5,344
Total allowance for loan losses	5,108	5,344
Loans held-for-investment:
Individually evaluated for impairment	0	2,912
Collectively evaluated for impairment	1,021,932	859,276
Loans held-for-investment, net of deferred fees	1,021,932	862,188
Private Banking
Allowance for loan losses:
Individually evaluated for impairment	548	745
Collectively evaluated for impairment	1,039	821
Total allowance for loan losses	1,587	1,566
Loans held-for-investment:
Individually evaluated for impairment	548	1,948
Collectively evaluated for impairment	1,586,471	1,342,916
Loans held-for-investment, net of deferred fees	$ 1,587,019	$ 1,344,864

XML

Allowance for Loan Losses - Troubled Debt Restructuring (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	$ 16,698	$ 13,404
Performing loans accruing interest
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	489	510
Non-accrual loans
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	$ 16,209	$ 12,894

XML

Allowance for Loan Losses - Modifications (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($) loans	Sep. 30, 2016 USD ($) loans	Sep. 30, 2015 USD ($) loans
Financing Receivable, Modifications [Line Items]
Count | loans	1	1	4
Recorded Investment at the time of Modification	$ 7,160	$ 7,160	$ 11,346
Current Recorded Investment	7,181	7,181	2,874
Allowance for Loan Losses at the time of Modification	1,360	1,360	2,333
Current Allowance for Loan Losses	$ 1,360	$ 1,360	$ 1,868
Commercial and Industrial | Change in interest terms
Financing Receivable, Modifications [Line Items]
Count | loans			1
Recorded Investment at the time of Modification			$ 4,064
Current Recorded Investment			0
Allowance for Loan Losses at the time of Modification			400
Current Allowance for Loan Losses			$ 0
Commercial and Industrial | Extended term and deferred principal
Financing Receivable, Modifications [Line Items]
Count | loans	1	1	1
Recorded Investment at the time of Modification	$ 7,160	$ 7,160	$ 433
Current Recorded Investment	7,181	7,181	0
Allowance for Loan Losses at the time of Modification	1,360	1,360	433
Current Allowance for Loan Losses	$ 1,360	$ 1,360	$ 0
Commercial and Industrial | Deferred principal
Financing Receivable, Modifications [Line Items]
Count | loans			2
Recorded Investment at the time of Modification			$ 6,849
Current Recorded Investment			2,874
Allowance for Loan Losses at the time of Modification			1,500
Current Allowance for Loan Losses			$ 1,868

XML

Allowance for Loan Losses - Narrative (Details) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016 USD ($) portfolio loans	Dec. 31, 2015 USD ($) loans	Sep. 30, 2016 USD ($) portfolio loans	Sep. 30, 2015 USD ($) loans	Sep. 30, 2016 USD ($) portfolio loans	Sep. 30, 2015 USD ($) loans	Dec. 31, 2015 USD ($) loans	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Financing Receivable, Recorded Investment [Line Items]
Number of loan portfolios | portfolio	3		3		3
Charge-offs			$ 0	$ 1,486	$ 1,542	$ 1,486
Recoveries			3,538	770	4,119	794
Impaired and non-accrual loans	$ 21,206	$ 17,170	21,206		21,206		$ 17,170
Interest income on impaired loans					0		0
Loans 90 days or more past due and still accruing	0	0	0		0		0
Related allowance on impaired loans	7,907	4,545	7,907		7,907		4,545
Allowance for loan losses	20,211	17,974	20,211	19,350	20,211	19,350	17,974	$ 17,215	$ 21,407	$ 20,273
Impaired loans	489	4,628	489		489		4,628
Troubled debt restructurings	16,698	13,404	16,698		16,698		13,404
Unused commitments		1,700					1,700
Loan foreclosures and repossessions			3,600		3,618	396
Proceeds from sale of other real estate owned			1,100		1,080	$ 0
Gains (losses) on sales of other real estate			7		7
Real estate acquired through foreclosure	4,300	1,700	4,300		4,300		1,700
Mortgage loans in process of foreclosure	0		0		0
Non-accrual loans
Financing Receivable, Recorded Investment [Line Items]
Troubled debt restructurings	16,209	12,894	16,209		16,209		12,894
Number of trouble debt restructuring loans in default | loans						2
Payment defaults for loans modified as TDRs					0	$ 4,000
Performing loans accruing interest
Financing Receivable, Recorded Investment [Line Items]
Troubled debt restructurings	489	510	489		489		510
Unused commitments	7	39	7		$ 7		39
Minimum
Financing Receivable, Recorded Investment [Line Items]
Past due period for loans (in days)					90 days
Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Charge-offs			0	$ 1,486	$ 1,542	$ 1,486
Number of loans with charge offs | loans				1	1	1
Recoveries			$ 127	$ 770	$ 708	$ 781
Number of loans with recoveries | loans			3	2	6	4
Impaired and non-accrual loans	20,658	12,310	$ 20,658		$ 20,658		12,310
Related allowance on impaired loans	7,359	3,800	7,359		7,359		3,800
Allowance for loan losses	13,516	11,064	13,516	$ 12,326	13,516	$ 12,326	11,064	10,841	14,621	13,501
Impaired loans	$ 489	$ 513	$ 489		$ 489		$ 513
Commercial and Industrial | Impaired and non-accrual
Financing Receivable, Recorded Investment [Line Items]
Number of loans with no related allowance | loans	1	3	1		1		3
Commercial and Industrial | Non-accrual loans
Financing Receivable, Recorded Investment [Line Items]
Number of loans classified as TDR | loans	3	5	3		3		5
Commercial and Industrial | Performing loans accruing interest
Financing Receivable, Recorded Investment [Line Items]
Number of loans classified as TDR | loans	1	1	1		1		1
Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Charge-offs			$ 0	0	$ 0	0
Recoveries			$ 3,411	0	$ 3,411	0
Number of loans with recoveries | loans			1		1
Impaired and non-accrual loans	$ 0	$ 2,912	$ 0		$ 0		$ 2,912
Related allowance on impaired loans	0	0	0		0		0
Allowance for loan losses	5,108	5,344	5,108	5,729	5,108	5,729	5,344	4,872	4,749	4,755
Impaired loans	0	$ 2,912	0		0		$ 2,912
Commercial Real Estate | Impaired and non-accrual
Financing Receivable, Recorded Investment [Line Items]
Number of loans with no related allowance | loans		1					1
Private Banking
Financing Receivable, Recorded Investment [Line Items]
Charge-offs			0	0	0	0
Recoveries			0	0	0	$ 13
Number of loans with recoveries | loans						1
Impaired and non-accrual loans	548	$ 1,948	548		548		$ 1,948
Related allowance on impaired loans	548	745	548		548		745
Allowance for loan losses	1,587	1,566	1,587	$ 1,295	1,587	$ 1,295	1,566	$ 1,502	$ 2,037	$ 2,017
Impaired loans	$ 0	$ 1,203	$ 0		$ 0		$ 1,203
Private Banking | Impaired and non-accrual
Financing Receivable, Recorded Investment [Line Items]
Number of loans with no related allowance | loans		2					2
Private Banking | Non-accrual loans
Financing Receivable, Recorded Investment [Line Items]
Number of loans classified as TDR | loans		1					1
Concentration risk, percentage | Cash and marketable securities collateral risk | Private Banking
Financing Receivable, Recorded Investment [Line Items]
Percentage of private banking loans secured by cash and marketable securities	90.50%	87.80%

XML

Goodwill and Other Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Goodwill [Roll Forward]
Balance, beginning of period	$ 34,163	$ 34,163
Additions	4,561	0
Balance, end of period	$ 38,724	$ 34,163

XML

Goodwill and Other Intangible Assets - Changes in Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period			$ 16,653	$ 18,211
Additions			13,585	0
Intangible amortization expense	$ 463	$ 390	1,291	1,169
Balance, end of period	$ 28,947	$ 17,042	$ 28,947	$ 17,042

XML

Goodwill and Other Intangible Assets - Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 23,795	$ 19,510
Accumulated Amortization	(4,148)	(2,857)
Net Carrying Amount	19,647	16,653
Indefinite-lived intangible assets (excluding goodwill)	9,300
Total intangible assets, gross	33,095	19,510
Total intangibles assets, net	28,947	16,653	$ 17,042	$ 18,211
Mutual fund client list
Acquired Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets (excluding goodwill)	9,300	0
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	4,040	1,190
Accumulated Amortization	(201)	(109)
Net Carrying Amount	3,839	1,081
Sub-advisory client list
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	11,530	11,200
Accumulated Amortization	(2,156)	(1,521)
Net Carrying Amount	9,374	9,679
Separate managed accounts client list
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	1,810	1,095
Accumulated Amortization	(304)	(201)
Net Carrying Amount	1,506	894
Other institutional client list
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	5,950	5,950
Accumulated Amortization	(1,398)	(992)
Net Carrying Amount	4,552	4,958
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Amount	465	75
Accumulated Amortization	(89)	(34)
Net Carrying Amount	$ 376	$ 41

XML

Goodwill and Other Intangible Assets - Intangible Assets Expected Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible amortization expense, year one	$ 1,851
Intangible amortization expense, year two	1,840
Intangible amortization expense, year three	1,832
Intangible amortization expense, year four	1,791
Intangible amortization expense, year five	1,735
Intangible amortization expense, after year five	10,598
Net Carrying Amount	19,647	$ 16,653
Indefinite-lived intangible assets (excluding goodwill)	9,300
Total intangibles assets, net	$ 28,947	$ 16,653	$ 17,042	$ 18,211

XML

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill acquired			$ 4,561	$ 0
Other intangible assets acquired			13,585	0
Intangible amortization expense	$ 463	$ 390	$ 1,291	$ 1,169

XML

Deposits - Schedule of Deposits by Type (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Weighted Average Interest Rate
Interest-bearing checking accounts	0.49%	0.42%
Money market deposit accounts	0.72%	0.50%
Certificates of deposit	0.92%	0.78%
Average rate paid on interest-bearing accounts	0.76%	0.60%
Demand and savings accounts:
Noninterest-bearing checking accounts	$ 222,577	$ 159,859
Interest-bearing checking accounts	198,317	136,037
Money market deposit accounts	1,802,276	1,464,279
Total demand and savings accounts	2,223,170	1,760,175
Certificates of deposit	864,060	929,669
Total deposit balance	$ 3,087,230	$ 2,689,844
Interest Rate Range Domestic Deposit Liabilities [Abstract]
Interest-bearing checking accounts, minimum	0.05%
Interest-bearing checking accounts, maximum	0.60%
Money market deposit accounts, minimum	0.05%
Money market deposit accounts, maximum	1.50%
Certificates of deposit, minimum	0.05%
Certificates of deposit, maximum	1.44%

XML

Deposits - Contractual Maturities of Time Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Time Deposits, Rolling Year Maturity [Abstract]
12 months or less	$ 701,343	$ 645,004
12 months to 24 months	134,153	219,333
24 months to 36 months	28,564	65,332
36 months to 48 months	0	0
48 months to 60 months	0	0
Over 60 months	0	0
Total	$ 864,060	$ 929,669

XML

Deposits - Interest Expense on Deposits by Deposit Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Interest Expense, Deposits [Abstract]
Interest-bearing checking accounts	$ 234	$ 99	$ 541	$ 318
Money market deposit accounts	3,017	1,523	7,847	4,079
Certificates of deposit	1,936	1,652	5,540	4,945
Total interest expense on deposits	$ 5,187	$ 3,274	$ 13,928	$ 9,342

XML

Deposits - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Deposits [Abstract]
Brokered deposits	$ 1,020.0	$ 1,050.0
Certificate of Deposit Account Registry Service (CDARS) and Insured Cash Sweep (ICS), brokered	440.9	496.5
Certificates of deposit, $100,000 or more, excluding brokered cds	404.4	409.2
Certificates of deposit, $250,000 or more, excluding brokered cds	$ 160.6	$ 142.7

XML

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Jun. 30, 2014
Debt Instrument [Line Items]
Total debt	$ 239,460	$ 254,308
Subordinated debt | Subordinated notes payable 5.75 percent
Debt Instrument [Line Items]
Interest rate	5.75%	5.75%	5.75%
Long-term debt	$ 34,460	$ 34,308	$ 35,000
Deferred finance costs, net	$ 540	$ 692
Federal Home Loan Bank advances | Federal Home Loan Bank borrowings, issued 9/30/2016, maturity 10/3/2016
Debt Instrument [Line Items]
Interest rate	0.57%
Short-term debt	$ 80,000
Federal Home Loan Bank advances | Federal Home Loan Bank borrowings, issued 9/29/2016, maturity 12/29/2016
Debt Instrument [Line Items]
Interest rate	0.58%
Short-term debt	$ 100,000
Federal Home Loan Bank advances | Federal Home Loan Bank borrowings, issued 12/31/2015, maturity 1/4/2016
Debt Instrument [Line Items]
Interest rate		0.51%
Short-term debt		$ 170,000
Federal Home Loan Bank advances | Federal Home Loan Bank borrowings, issued 7/29/2015, maturity 8/4/2016
Debt Instrument [Line Items]
Interest rate		0.61%
Short-term debt		$ 25,000
Federal Home Loan Bank advances | Federal Home Loan Bank borrowings, issued 7/29/2015, maturity 11/3/2016
Debt Instrument [Line Items]
Interest rate	0.72%	0.72%
Short-term debt	$ 25,000	$ 25,000

XML

Borrowings - Narrative (Details) - USD ($)	Jun. 30, 2014	Sep. 30, 2016	Dec. 31, 2015
Federal Home Loan Bank
Short-term Debt [Line Items]
Pledged securities, for Federal Home Loan Bank		$ 5,400,000
Texas Capital Bank | Line of credit
Short-term Debt [Line Items]
Line of credit facility, current borrowing capacity		25,000,000
Subordinated debt | Subordinated notes payable 5.75 percent
Debt Instrument [Line Items]
Long-term debt	$ 35,000,000	$ 34,460,000	$ 34,308,000
Debt instrument, term (in years)	5 years
Interest rate	5.75%	5.75%	5.75%
Subsidiaries | Federal Home Loan Bank advances
Short-term Debt [Line Items]
Short-term debt		$ 205,000,000	$ 220,000,000
Subsidiaries | Federal Home Loan Bank
Short-term Debt [Line Items]
Pledged securities, for Federal Home Loan Bank		5,400,000
Pledged loans receivable, for Federal Home Loan Bank		846,200,000
Subsidiaries | Federal Home Loan Bank | Line of credit
Short-term Debt [Line Items]
Line of credit facility, current borrowing capacity		605,600,000
Subsidiaries | M&T Bank | Line of credit
Short-term Debt [Line Items]
Line of credit facility, current borrowing capacity		10,000,000
Subsidiaries | Texas Capital Bank | Line of credit
Short-term Debt [Line Items]
Line of credit facility, current borrowing capacity		$ 20,000,000

XML

Regulatory Capital - Regulatory Capital Requirements (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Total risk-based capital (Amount)
Total risk-based capital	$ 318,874	$ 326,378
Total risk-based capital required for capital adequacy	$ 195,464	$ 188,176
Total risk-based capital (Ratio)
Total risk-based capital, ratio	13.05%	13.88%
Total risk-based capital required for capital adequacy, ratio	8.00%	8.00%
Tier 1 risk-based capital (Amount)
Tier 1 risk-based capital	$ 286,496	$ 287,072
Tier 1 risk-based capital required for capital adequacy	$ 146,598	$ 141,132
Tier 1 risk-based capital (Ratio)
Tier 1 risk-based capital, ratio	11.73%	12.20%
Tier 1 risk-based capital required for capital adequacy, ratio	6.00%	6.00%
Common Equity Tier One Risk Based Capital (Amount)
Common equity tier 1 risk-based capital	$ 286,496	$ 287,072
Common equity tier 1 risk-based capital required for capital adequacy	$ 109,948	$ 105,849
Common Equity Tier One Risk Based Capital (Ratio)
Common equity tier 1 risk-based capital, ratio	11.73%	12.20%
Common equity tier 1 risk-based capital required for capital adequacy, ratio	4.50%	4.50%
Tier 1 leverage (Amount)
Tier 1 leverage capital	$ 286,496	$ 287,072
Tier 1 leverage capital required for capital adequacy	$ 141,663	$ 126,932
Tier 1 leverage (Ratio)
Tier 1 leverage capital, ratio	8.09%	9.05%
Tier 1 leverage capital required for capital adequacy, ratio	4.00%	4.00%
Subsidiaries
Total risk-based capital (Amount)
Total risk-based capital	$ 311,395	$ 310,624
Total risk-based capital required for capital adequacy	193,409	186,077
Total risk-based capital required to be well capitalized	$ 241,761	$ 232,596
Total risk-based capital (Ratio)
Total risk-based capital, ratio	12.88%	13.35%
Total risk-based capital required for capital adequacy, ratio	8.00%	8.00%
Total risk-based capital required to be well capitalized, ratio	10.00%	10.00%
Tier 1 risk-based capital (Amount)
Tier 1 risk-based capital	$ 292,618	$ 292,234
Tier 1 risk-based capital required for capital adequacy	145,057	139,558
Tier 1 risk-based capital required to be well capitalized	$ 193,409	$ 186,077
Tier 1 risk-based capital (Ratio)
Tier 1 risk-based capital, ratio	12.10%	12.56%
Tier 1 risk-based capital required for capital adequacy, ratio	6.00%	6.00%
Tier 1 risk-based capital required to be well capitalized, ratio	8.00%	8.00%
Common Equity Tier One Risk Based Capital (Amount)
Common equity tier 1 risk-based capital	$ 292,618	$ 292,234
Common equity tier 1 risk-based capital required for capital adequacy	108,792	104,668
Common equity tier 1 risk-based capital required to be well capitalized	$ 157,145	$ 151,187
Common Equity Tier One Risk Based Capital (Ratio)
Common equity tier 1 risk-based capital, ratio	12.10%	12.56%
Common equity tier 1 risk-based capital required for capital adequacy, ratio	4.50%	4.50%
Common equity tier 1 risk-based capital required to be well capitalized, ratio	6.50%	6.50%
Tier 1 leverage (Amount)
Tier 1 leverage capital	$ 292,618	$ 292,234
Tier 1 leverage capital required for capital adequacy	140,450	125,870
Tier 1 leverage capital required to be well capitalized	$ 175,562	$ 157,338
Tier 1 leverage (Ratio)
Tier 1 leverage capital, ratio	8.33%	9.29%
Tier 1 leverage capital required for capital adequacy, ratio	4.00%	4.00%
Tier 1 leverage capital required to be well capitalized, ratio	5.00%	5.00%

XML

Regulatory Capital - Narrative (Details)	9 Months Ended
	Sep. 30, 2016
Regulatory Capital Requirements [Abstract]
Percentage conservation buffer required for capital adequacy to risk weighted assets, fully phased-in	2.50%
Percentage conservation buffer required for capital adequacy to risk weighted assets, one-year period phase-in	0.625%
Capital conservation buffer phase-in period (in years)	4 years

XML

Employee Benefit Plans - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 28, 2013 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Employer's contribution to employees' 401(k) plan, percent				3.00%	3.00%
Defined contribution plan eligible to participate age				21
Contribution expense		$ 204	$ 175	$ 606	$ 528
Chief executive officer | Supplemental employee retirement plan, defined benefit
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Vesting period (in years)	5 years
Projected monthly payments	$ 25
Number of months projected payments paid (in months)	180 months
Other postretirement benefit expense		$ 233	$ 200	$ 687	$ 591
Discount rate, SERP		2.15%	2.98%	2.15%	2.98%
Liability recorded		$ 2,800		$ 2,800		$ 2,100
Minimum | Chief executive officer | Supplemental employee retirement plan, defined benefit
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Number of months before commencement (in months)	60 months

XML

Stock Transactions - Shares Outstanding Activity (Details) - shares	9 Months Ended		24 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Number of Common Shares Outstanding [Rollforward]
Purchase of treasury stock (shares)	(334,275)		(1,000,000)
Common Stock
Number of Common Shares Outstanding [Rollforward]
Balance, beginning of period (shares)	28,056,195	28,060,888
Issuance of restricted common stock (shares)	460,309	255,916
Forfeitures of restricted common stock (shares)	(4,575)	(3,000)
Exercise of stock options (shares)	139,500	35,000
Purchase of treasury stock (shares)	(334,275)	(321,109)
Balance, ending of period (shares)	28,317,154	28,027,695	28,056,195

XML

Stock Transactions - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended		24 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jan. 31, 2016	Oct. 31, 2014
Class of Stock [Line Items]
Shares repurchased (shares)		334,275		1,000,000
Cost of shares repurchased		$ 4,309,000	$ 3,158,000	$ 9,900,000
Average cost per share (usd per share)		$ 12.89		$ 9.90
Stock options canceled (shares)	1,061,500
Cost of canceled of stock options	$ 5,200,000	$ 5,220,000
Common Stock
Class of Stock [Line Items]
Stock repurchase program, authorized amount					$ 10,000,000	$ 10,000,000
Stock repurchase program, authorized shares					1,000,000	1,000,000
Shares repurchased (shares)		334,275	321,109

XML

Earnings Per Common Share - Computation of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Net income available to common shareholders	$ 8,454	$ 6,118	$ 21,070	$ 16,902
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted average common shares outstanding (shares)	27,514,724	27,728,705	27,586,816	27,779,023
Non-vested restricted stock - dilutive (shares)	290,326	72,261	206,289	43,941
Stock options - dilutive (shares)	502,582	480,278	483,118	384,695
Diluted weighted average common shares outstanding (shares)	28,307,632	28,281,244	28,276,223	28,207,659
Earnings per common share:
Earnings per share, basic (in usd per share)	$ 0.31	$ 0.22	$ 0.76	$ 0.61
Earnings per share, diluted (in usd per share)	$ 0.30	$ 0.22	$ 0.75	$ 0.60
Anti-dilutive shares (shares)	31,500	635,893	180,000	961,393

XML

Derivatives and Hedging Activity - Financial Position, Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Designated as hedging instrument | Other assets
Derivatives, Fair Value [Line Items]
Asset derivatives, fair value	$ 585	$ 0
Designated as hedging instrument | Other liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	106	229
Not designated as hedging instrument | Other assets
Derivatives, Fair Value [Line Items]
Asset derivatives, fair value	19,427	8,662
Not designated as hedging instrument | Other liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	$ 20,946	$ 9,363

XML

Derivatives and Hedging Activity - Gain (Loss) in Statement of Financial Performance (Details) - Interest rate swaps - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	$ (70)	$ (53)	$ (115)	$ (208)
Not designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	62	(414)	(777)	(371)
Interest income | Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	(24)	(54)	(71)	(211)
Non-interest income | Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	0	1	2	3
Non-interest income | Not designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	62	(414)	(777)	(371)
Interest expense | Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	$ (46)	$ 0	$ (46)	$ 0

XML

Derivatives and Hedging Activity - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) Interest_Rate_Swap	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) Interest_Rate_Swap	Sep. 30, 2015 USD ($)
Derivatives, Fair Value [Line Items]
Counterparty default losses			$ 0	$ 0
Interest rate swaps
Derivatives, Fair Value [Line Items]
Termination value of derivatives, including accrued interest, in a net liability position	$ 20,300		20,300
Collateral already posted amount	23,800		23,800
Interest rate swaps | Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	(70)	$ (53)	(115)	(208)
Interest rate swaps | Designated as hedging instrument | Interest income
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	(24)	(54)	(71)	(211)
Interest rate swaps | Designated as hedging instrument | Interest expense
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	(46)	0	(46)	0
Interest rate swaps | Designated as hedging instrument | Non-interest income
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	$ 0	1	$ 2	3
Interest rate swaps | Not designated as hedging instrument
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives | Interest_Rate_Swap	210		210
Derivative, aggregate notional amount	$ 883,900		$ 883,900
Amount of gain (loss) recognized in income on derivative	62	(414)	(777)	(371)
Interest rate swaps | Not designated as hedging instrument | Non-interest income
Derivatives, Fair Value [Line Items]
Amount of gain (loss) recognized in income on derivative	$ 62	$ (414)	$ (777)	$ (371)
Fair value hedging | Interest rate swaps
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives | Interest_Rate_Swap	4		4
Derivative, aggregate notional amount	$ 2,900		$ 2,900
Cash flow hedging | Interest rate swaps
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives | Interest_Rate_Swap	2		2
Derivative, aggregate notional amount	$ 100,000		$ 100,000
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimated net amount to be transferred			$ 106
Maximum length of time hedged in interest rate cash flow hedge (in months)			33 months
Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion, net	$ 626		$ 538

XML

Disclosures About Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 3
Financial liabilities:
Acquisition earnout liability	$ 2,478	$ 0
Fair Value, Measurements, Recurring
Financial assets:
Total financial assets	203,146	176,981
Financial liabilities:
Acquisition earnout liability	2,478
Total financial liabilities	23,530	9,592
Fair Value, Measurements, Recurring | Level 1
Financial assets:
Total financial assets	8,276	7,759
Financial liabilities:
Acquisition earnout liability	0
Total financial liabilities	0	0
Fair Value, Measurements, Recurring | Level 2
Financial assets:
Total financial assets	194,870	169,222
Financial liabilities:
Acquisition earnout liability	0
Total financial liabilities	21,052	9,592
Fair Value, Measurements, Recurring | Level 3
Financial assets:
Total financial assets	0	0
Financial liabilities:
Acquisition earnout liability	2,478
Total financial liabilities	2,478	0
Interest rate swaps | Fair Value, Measurements, Recurring
Financial assets:
Interest rate swaps	20,012	8,662
Financial liabilities:
Interest rate swaps	21,052	9,592
Interest rate swaps | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Interest rate swaps	0	0
Financial liabilities:
Interest rate swaps	0	0
Interest rate swaps | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Interest rate swaps	20,012	8,662
Financial liabilities:
Interest rate swaps	21,052	9,592
Interest rate swaps | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Interest rate swaps	0	0
Financial liabilities:
Interest rate swaps	0	0
Corporate bonds | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	59,541	43,733
Corporate bonds | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Corporate bonds | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	59,541	43,733
Corporate bonds | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Trust preferred securities | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	17,047	16,601
Trust preferred securities | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Trust preferred securities | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	17,047	16,601
Trust preferred securities | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Non-agency mortgage-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	5,759	5,743
Non-agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Non-agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	5,759	5,743
Non-agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Non-agency collateralized loan obligations | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	16,335	11,711
Non-agency collateralized loan obligations | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Non-agency collateralized loan obligations | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	16,335	11,711
Non-agency collateralized loan obligations | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Agency collateralized mortgage obligations | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	45,575	49,371
Agency collateralized mortgage obligations | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Agency collateralized mortgage obligations | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	45,575	49,371
Agency collateralized mortgage obligations | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Agency mortgage-backed securities | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	25,858	28,669
Agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	25,858	28,669
Agency mortgage-backed securities | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Agency debentures | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	4,743	4,732
Agency debentures | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	0	0
Agency debentures | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	4,743	4,732
Agency debentures | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	0	0
Equity securities | Fair Value, Measurements, Recurring
Financial assets:
Investment securities available-for-sale:	8,276	7,759
Equity securities | Fair Value, Measurements, Recurring | Level 1
Financial assets:
Investment securities available-for-sale:	8,276	7,759
Equity securities | Fair Value, Measurements, Recurring | Level 2
Financial assets:
Investment securities available-for-sale:	0	0
Equity securities | Fair Value, Measurements, Recurring | Level 3
Financial assets:
Investment securities available-for-sale:	$ 0	$ 0

XML

Disclosures About Fair Value of Financial Instruments - Fair Value Measurements, Nonrecurring (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 3
Financial assets:
Other real estate owned	$ 4,268	$ 1,730
Fair Value, Measurements, Nonrecurring
Financial assets:
Loans measured for impairment, net	12,810	12,625
Other real estate owned	4,268	1,730
Total assets	17,078	14,355
Fair Value, Measurements, Nonrecurring | Level 1
Financial assets:
Loans measured for impairment, net	0	0
Other real estate owned	0	0
Total assets	0	0
Fair Value, Measurements, Nonrecurring | Level 2
Financial assets:
Loans measured for impairment, net	0	0
Other real estate owned	0	0
Total assets	0	0
Fair Value, Measurements, Nonrecurring | Level 3
Financial assets:
Loans measured for impairment, net	12,810	12,625
Other real estate owned	4,268	1,730
Total assets	$ 17,078	$ 14,355

XML

Disclosures About Fair Value of Financial Instruments - Fair Value Inputs, Assets, Quantitative Information (Details) - Level 3 - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Loans measured for impairment, net | Appraisal value
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value		$ 5,428
Weighted Average Discount Rate		14.00%
Loans measured for impairment, net | Discounted Cash Flow
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value	$ 12,810	$ 7,197
Weighted Average Discount Rate	6.00%	7.00%
Other real estate owned | Appraisal value
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value	$ 4,268	$ 1,730
Weighted Average Discount Rate	10.00%	10.00%

XML

Disclosures About Fair Value of Financial Instruments - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financial assets:
Investment securities available-for-sale: debt	$ 174,858
Investment securities held-to-maturity	52,193	$ 48,099
Investment management fees receivable	8,166	6,191
Level 1
Financial assets:
Cash and cash equivalents	120,736	96,676
Investment securities available-for-sale: equity	8,276	7,759
Level 1 | Carrying amount
Financial assets:
Cash and cash equivalents	120,736	96,676
Investment securities available-for-sale: equity	8,276	7,759
Level 2
Financial assets:
Investment securities available-for-sale: debt	174,858	160,560
Investment securities held-to-maturity	52,193	48,099
Federal Home Loan Bank stock	9,232	9,802
Accrued interest receivable	8,559	7,056
Investment management fees receivable	8,166	6,191
Bank owned life insurance	64,350	60,019
Interest rate swaps	20,012	8,662
Financial liabilities:
Deposits	3,088,170	2,690,693
Borrowings	240,576	255,179
Interest rate swaps	21,052	9,592
Level 2 | Carrying amount
Financial assets:
Investment securities available-for-sale: debt	174,858	160,560
Investment securities held-to-maturity	50,977	47,290
Federal Home Loan Bank stock	9,232	9,802
Accrued interest receivable	8,559	7,056
Investment management fees receivable	8,166	6,191
Bank owned life insurance	64,350	60,019
Interest rate swaps	20,012	8,662
Financial liabilities:
Deposits	3,087,230	2,689,844
Borrowings	239,460	254,308
Interest rate swaps	21,052	9,592
Level 3
Financial assets:
Loans held-for-investment, net	3,147,526	2,813,278
Other real estate owned	4,268	1,730
Financial liabilities:
Acquisition earnout liability	2,478	0
Level 3 | Carrying amount
Financial assets:
Loans held-for-investment, net	3,154,442	2,823,310
Other real estate owned	4,268	1,730
Financial liabilities:
Acquisition earnout liability	$ 2,478	$ 0

XML

Disclosures About Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Specific allowance for loan losses	$ 7,907	$ 4,545

XML

Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning of period	$ (1,076)	$ (215)	$ (1,443)	$ (627)
Change in unrealized holding gains (losses)	1,113	(698)	1,521	(275)
Losses (gains) reclassified from other comprehensive income (1)	21	0	(20)	(11)
Other comprehensive income (loss)	1,134	(698)	1,501	(286)
Balance, end of period	58	(913)	58	(913)
Net gain (loss) on sale and call of investment securities	14	0	77	17
Income tax expense (benefit)	2,775	2,942	9,452	8,127
Net gain (loss) on investment securities
Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning of period	(1,020)	(215)	(1,443)	(627)
Change in unrealized holding gains (losses)	711	(698)	1,175	(275)
Losses (gains) reclassified from other comprehensive income (1)	(8)	0	(49)	(11)
Other comprehensive income (loss)	703	(698)	1,126	(286)
Balance, end of period	(317)	(913)	(317)	(913)
Net gain (loss) on investment securities | Reclassification out of accumulated other comprehensive income
Accumulated Other Comprehensive Income [Roll Forward]
Net gain (loss) on sale and call of investment securities	14	0	77	17
Income tax expense (benefit)	6	0	28	6
Net gain (loss) on derivatives
Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning of period	(56)	0	0	0
Change in unrealized holding gains (losses)	402	0	346	0
Losses (gains) reclassified from other comprehensive income (1)	29	0	29	0
Other comprehensive income (loss)	431	0	375	0
Balance, end of period	375	0	375	0
Net gain (loss) on derivatives | Reclassification out of accumulated other comprehensive income
Accumulated Other Comprehensive Income [Roll Forward]
Income tax expense (benefit)	(17)	0	(17)	0
Net realized gain (loss) on derivatives	$ (46)	$ 0	$ (46)	$ 0

XML

Segments - Schedule of Segment Reporting Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment			2
Assets	$ 3,715,518		$ 3,715,518		$ 3,302,171
Income statement data:
Interest income	24,925	$ 20,989	72,080	$ 61,672
Interest expense	6,221	3,984	16,780	11,331
Net interest income (loss)	18,704	17,005	55,300	50,341
Provision (credit) for loan losses	(542)	(1,341)	(340)	(231)
Net interest income (loss) after provision for loan losses	19,246	18,346	55,640	50,572
Non-interest income:
Investment management fees	10,333	7,020	26,814	22,189
Net gain on the sale and call of investment securities	14	0	77	17
Other non-interest income	2,150	995	5,968	4,236
Total non-interest income	12,497	8,015	32,859	26,442
Non-interest expense:
Intangible amortization expense	463	390	1,291	1,169
Change in fair value of acquisition earnout	(1,209)	0	(1,209)	0
Other non-interest expense	21,260	16,911	57,895	50,816
Total non-interest expense	20,514	17,301	57,977	51,985
Income (loss) before tax	11,229	9,060	30,522	25,029
Income tax expense (benefit)	2,775	2,942	9,452	8,127
Net income (loss)	8,454	6,118	21,070	16,902
Parent and other
Segment Reporting Information [Line Items]
Assets	(1,183)		(1,183)		(101)
Income statement data:
Interest income	70	57	209	163
Interest expense	548	554	1,650	1,642
Net interest income (loss)	(478)	(497)	(1,441)	(1,479)
Provision (credit) for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	(478)	(497)	(1,441)	(1,479)
Non-interest income:
Investment management fees	(58)	(54)	(167)	(143)
Net gain on the sale and call of investment securities	0	0	0	0
Other non-interest income	0	0	0	0
Total non-interest income	(58)	(54)	(167)	(143)
Non-interest expense:
Intangible amortization expense	0	0	0	0
Change in fair value of acquisition earnout	0	0	0	0
Other non-interest expense	24	(40)	60	(73)
Total non-interest expense	24	(40)	60	(73)
Income (loss) before tax	(560)	(511)	(1,668)	(1,549)
Income tax expense (benefit)	(433)	(160)	(857)	(484)
Net income (loss)	(127)	(351)	(811)	(1,065)
Bank | Operating segments
Segment Reporting Information [Line Items]
Assets	3,635,264		3,635,264		3,236,756
Income statement data:
Interest income	24,855	20,932	71,871	61,509
Interest expense	5,673	3,430	15,130	9,689
Net interest income (loss)	19,182	17,502	56,741	51,820
Provision (credit) for loan losses	(542)	(1,341)	(340)	(231)
Net interest income (loss) after provision for loan losses	19,724	18,843	57,081	52,051
Non-interest income:
Investment management fees	0	0	0	0
Net gain on the sale and call of investment securities	14	0	77	17
Other non-interest income	2,149	1,002	5,966	4,242
Total non-interest income	2,163	1,002	6,043	4,259
Non-interest expense:
Intangible amortization expense	0	0	0	0
Change in fair value of acquisition earnout	0	0	0	0
Other non-interest expense	13,227	12,015	37,849	34,958
Total non-interest expense	13,227	12,015	37,849	34,958
Income (loss) before tax	8,660	7,830	25,275	21,352
Income tax expense (benefit)	1,823	2,442	7,476	6,630
Net income (loss)	6,837	5,388	17,799	14,722
Investment management | Operating segments
Segment Reporting Information [Line Items]
Assets	81,437		81,437		$ 65,516
Income statement data:
Interest income	0	0	0	0
Interest expense	0	0	0	0
Net interest income (loss)	0	0	0	0
Provision (credit) for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	0	0	0	0
Non-interest income:
Investment management fees	10,391	7,074	26,981	22,332
Net gain on the sale and call of investment securities	0	0	0	0
Other non-interest income	1	(7)	2	(6)
Total non-interest income	10,392	7,067	26,983	22,326
Non-interest expense:
Intangible amortization expense	463	390	1,291	1,169
Change in fair value of acquisition earnout	(1,209)	0	(1,209)	0
Other non-interest expense	8,009	4,936	19,986	15,931
Total non-interest expense	7,263	5,326	20,068	17,100
Income (loss) before tax	3,129	1,741	6,915	5,226
Income tax expense (benefit)	1,385	660	2,833	1,981
Net income (loss)	$ 1,744	$ 1,081	$ 4,082	$ 3,245

XML

Subsequent Events - Narrative (Details) - USD ($)	Oct. 31, 2016	Oct. 19, 2016	Sep. 30, 2016	Jan. 31, 2016	Oct. 31, 2014
Subsequent Event [Line Items]
Assets under management, carrying amount			$ 10,800,000,000
Common Stock
Subsequent Event [Line Items]
Stock repurchase program, authorized amount				$ 10,000,000	$ 10,000,000
Subsequent Event | Common Stock
Subsequent Event [Line Items]
Stock repurchase program, authorized amount	$ 5,000,000
Subsequent Event | Aberdeen Asset Management, Inc.
Subsequent Event [Line Items]
Assets under management, carrying amount		$ 4,000,000,000