10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

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

For the quarterly period ended March 31, 2018

or

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

For the transition period from                      to                     

Commission File Number 000-13396

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1450605
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 South Second Street

P.O. Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code, (814) 765-9621

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒    Yes    ☐    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒    Yes    ☐    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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

The number of shares outstanding of the issuer’s common stock as of May 1, 2018

COMMON STOCK NO PAR VALUE PER SHARE: 15,285,639 SHARES

INDEX

PART I.

FINANCIAL INFORMATION

	Page Number
ITEM 1 – Financial Statements
Consolidated Balance Sheets – March 31, 2018 (unaudited) and December 31, 2017 (audited)		1
Consolidated Statements of Income – Three months ended March 31, 2018 and 2017 (unaudited)		2
Consolidated Statements of Comprehensive Income – Three months ended March  31, 2018 and 2017 (unaudited)		3
Consolidated Statements of Cash Flows – Three months ended March 31, 2018 and 2017 (unaudited)		4
Notes to Consolidated Financial Statements		5
ITEM  2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk		33
ITEM 4 – Controls and Procedures		34
PART II. OTHER INFORMATION
ITEM 1 – Legal Proceedings		35
ITEM 1A – Risk Factors		35
ITEM 6 – Exhibits		35
Signatures		36

Forward-Looking Statements

This quarterly report on form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, liquidity, results of operations, future performance and our business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) changes in general business, industry or economic conditions or competition; (ii) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (iii) adverse changes or conditions in capital and financial markets; (iv) changes in interest rates; (v) higher than expected costs or other difficulties related to integration of combined or merged businesses; (vi) the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions; (vii) changes in the quality or composition of our loan and investment portfolios; (viii) adequacy of loan loss reserves; (ix) increased competition; (x) loss of certain key officers; (xi) continued relationships with major customers; (xii) deposit attrition; (xiii) rapidly changing technology; (xiv) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xv) changes in the cost of funds, demand for loan products or demand for financial services; (xvi) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices; and (xvii) our success at managing the foregoing items. Some of these and other factors are discussed in our annual and quarterly reports filed with the Securities and Exchange Commission (SEC). Such factors could have an adverse impact on our financial position and our results of operations.

The forward-looking statements contained herein are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Part I Financial Information

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except share data

	(unaudited)
	March 31,			December 31,
	2018			2017
ASSETS
Cash and due from banks	$	26,306		$	33,146
Interest bearing deposits with other banks		2,298			2,199
Total cash and cash equivalents		28,604			35,345
Securities available for sale		418,299			409,709
Trading securities		7,256			7,150
Loans held for sale		1,460			852
Loans		2,279,753			2,149,848
Less: unearned discount		(3,629	)		(3,889	)
Less: allowance for loan losses		(20,756	)		(19,693	)
Net loans		2,255,368			2,126,266
FHLB, other equity, and restricted equity interests		26,564			21,517
Premises and equipment, net		50,174			50,715
Bank owned life insurance		55,435			55,035
Mortgage servicing rights		1,390			1,387
Goodwill		38,730			38,730
Core deposit intangible		1,377			1,625
Accrued interest receivable and other assets		24,226			20,442
Total Assets	$	2,908,883		$	2,768,773
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest bearing deposits	$	311,052		$	321,858
Interest bearing deposits		1,899,003			1,845,957
Total deposits		2,210,055			2,167,815
Short-term borrowings		91,009			34,416
FHLB and other long term borrowings		265,389			222,943
Subordinated debentures		70,620			70,620
Accrued interest payable and other liabilities		26,999			29,069
Total liabilities		2,664,072			2,524,863
Common stock, $0 par value; authorized 50,000,000 shares; issued 15,308,378 shares at March 31, 2018 and December 31, 2017		0			0
Additional paid in capital		96,786			97,042
Retained earnings		152,872			148,298
Treasury stock, at cost (22,739 shares at March 31, 2018 and 43,638 shares at December 31, 2017)		(602	)		(1,087	)
Accumulated other comprehensive loss		(4,245	)		(343	)
Total shareholders’ equity		244,811			243,910
Total Liabilities and Shareholders’ Equity	$	2,908,883		$	2,768,773

See Notes to Consolidated Financial Statements

1

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Dollars in thousands, except per share data

	Three months ended
	March 31,
	2018		2017
INTEREST AND DIVIDEND INCOME:
Loans including fees	$	26,457	$	21,970
Securities:
Taxable		1,984		2,191
Tax-exempt		694		800
Dividends		252		143
Total interest and dividend income		29,387		25,104
INTEREST EXPENSE:
Deposits		2,924		2,121
Borrowed funds		1,488		809
Subordinated debentures (includes $58 and $76 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements in 2018 and 2017, respectively)		875		972
Total interest expense		5,287		3,902
NET INTEREST INCOME		24,100		21,202
PROVISION FOR LOAN LOSSES		1,631		1,016
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		22,469		20,186
NON-INTEREST INCOME:
Service charges on deposit accounts		1,247		1,090
Other service charges and fees		618		529
Wealth and asset management fees		1,030		871
Net realized gains on available-for-sale securities (includes $0 and $1,383 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities in 2018 and 2017, respectively)		0		1,383
Net realized and unrealized gains on trading securities		14		188
Mortgage banking		208		184
Bank owned life insurance		400		352
Card processing and interchange income		971		878
Other		263		298
Total non-interest income		4,751		5,773
NON-INTEREST EXPENSES:
Salaries and benefits		9,535		9,005
Net occupancy expense		2,496		2,540
Amortization of core deposit intangible		248		331
Data processing		1,074		961
State and local taxes		853		739
Legal, professional, and examination fees		508		549
Advertising		597		413
FDIC insurance premiums		298		204
Card processing and interchange expenses		734		422
Other		2,656		1,870
Total non-interest expenses		18,999		17,034
INCOME BEFORE INCOME TAXES		8,221		8,925
INCOME TAX EXPENSE (includes $12 and $457 income tax expense from reclassification items in 2018 and 2017, respectively)		1,124		2,445
NET INCOME	$	7,097	$	6,480
EARNINGS PER SHARE:
Basic	$	0.46	$	0.43
Diluted	$	0.46	$	0.43
DIVIDENDS PER SHARE:
Cash dividends per share	$	0.165	$	0.165

See Notes to Consolidated Financial Statements

2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Dollars in thousands

	Three months ended
	March 31,
	2018			2017
NET INCOME	$	7,097		$	6,480
Other comprehensive income (loss), net of tax:
Net change in fair value of interest rate swap agreements designated as cash flow hedges:
Unrealized gain on interest rate swaps, net of tax of ($4) and ($3), respectively		16			6
Reclassification adjustment for losses recognized in earnings, net of tax of ($12) and ($27), respectively		46			49
		62			55
Net change in unrealized gains on securities available for sale:
Unrealized gains on other-than-temporarily impaired securities available for sale:
Unrealized gains arising during the period, net of tax of $0 and ($47), respectively		0			87
Reclassification adjustment for realized gains included in net income, net of tax of $0 and $484, respectively		0			(899	)
		0			(812	)
Unrealized gains on other securities available for sale:
Unrealized (losses) gains arising during the period, net of tax of $1,053 and ($456), respectively		(3,964	)		850
Other comprehensive income (loss)		(3,902	)		93
COMPREHENSIVE INCOME	$	3,195		$	6,573

See Notes to Consolidated Financial Statements

3

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Dollars in thousands

	Three months ended
	March 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,097		$	6,480
Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses		1,631			1,016
Depreciation and amortization of premises and equipment, core deposit intangible, and mortgage servicing rights		1,236			1,333
Amortization and accretion of securities premiums and discounts, deferred loan fees and costs, net yield and credit mark on acquired loans, and unearned income		(427	)		53
Net realized gains on sales of available-for-sale securities		0			(1,383	)
Net realized and unrealized gains on trading securities		(14	)		(188	)
Proceeds from sale of trading securities		0			402
Purchase of trading securities		(92	)		(904	)
Gain on sale of loans		(105	)		(81	)
Net gains on dispositions of premises and equipment and foreclosed assets		(4	)		(81	)
Proceeds from sale of loans		4,270			3,197
Origination of loans held for sale		(4,824	)		(4,376	)
Income on bank owned life insurance		(400	)		(352	)
Stock-based compensation expense		674			189
Changes in:
Accrued interest receivable and other assets		(4,134	)		(1,108	)
Accrued interest payable and other liabilities		(766	)		(3,971	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		4,142			226
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, prepayments and calls of available-for-sale securities		7,780			21,546
Proceeds from sales of available-for-sale securities		0			2,183
Purchase of available-for-sale securities		(21,634	)		(2,268	)
Loan origination and payments, net		(130,059	)		(35,616	)
Purchase of FHLB, other equity, and restricted equity interests		(5,047	)		(999	)
Purchase of premises and equipment		(397	)		(1,877	)
Proceeds from the sale of premises and equipment and foreclosed assets		166			236
NET CASH USED IN BY INVESTING ACTIVITIES		(149,191	)		(16,795	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in:
Checking, money market and savings accounts		30,391			24,999
Certificates of deposit		11,849			(17,042	)
Deposits held for sale		0			57
Purchase of treasury stock		(448	)		(1,103	)
Cash dividends paid		(2,523	)		(2,525	)
Proceeds from stock offering, net of issuance costs		0			19,294
Repayment of long-term borrowings		(7,554	)		(17,461	)
Proceeds from long-term borrowings		50,000			0
Net change in short-term borrowings		56,593			9,536
NET CASH PROVIDED BY FINANCING ACTIVITIES		138,308			15,755
NET DECREASE IN CASH AND CASH EQUIVALENTS		(6,741	)		(814	)
CASH AND CASH EQUIVALENTS, Beginning		35,345			29,183
CASH AND CASH EQUIVALENTS, Ending	$	28,604		$	28,369
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	5,203		$	3,890
Income taxes		0			0
SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers to other real estate owned	$	0		$	51
Grant of restricted stock awards from treasury stock	$	933		$	943

See Notes to Consolidated Financial Statements

4

CNB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the SEC and in compliance with accounting principles generally accepted in the United States of America (“GAAP”). Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management of the registrant, the accompanying consolidated financial statements as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the periods presented. The financial performance reported for CNB Financial Corporation (the “Corporation”) for the three month period ended March 31, 2018 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the period ended December 31, 2017 (the “2017 Form 10-K”). All dollar amounts are stated in thousands, except share and per share data and other amounts as indicated. Certain prior period amounts have been reclassified to conform to the current period presentation.

2. STOCK COMPENSATION

The Corporation has a stock incentive plan for key employees and independent directors. The stock incentive plan, which is administered by a committee of the Board of Directors, provides for aggregate grants of up to 500,000 shares of common stock in the form of nonqualified options or restricted stock. For key employees, the plan vesting is either one-third or one-fourth of the granted options or restricted stock per year, beginning one year after the grant date, with 100% vesting on the third or fourth anniversary of the grant date, respectively. Prior to 2018, for independent directors, the vesting schedule is one-third of the granted options or restricted stock per year beginning one year after the grant date, with 100% vested on the third anniversary of the grant date. Beginning in 2018, stock compensation received by independent directors vests immediately. At March 31, 2018, there was no unrecognized compensation cost related to nonvested stock options granted under this plan and no stock options were granted during the three month periods ended March 31, 2018 and 2017.

In addition to the time-based restricted stock disclosed above, the Corporation’s Board of Directors grants performance-based restricted stock awards (“PBRSAs”) to key employees. The number of PBRSAs will depend on certain performance conditions and are also subject to service-based vesting. In 2018, awards with a maximum of 15,702 shares in aggregate were granted to key employees. In 2017, an award with a maximum of 10,000 shares was granted to a key employee.

Compensation expense for the restricted stock awards is recognized over the requisite service period noted above based on the fair value of the shares at the date of grant. Nonvested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from these restricted stock awards was $674 and $189 for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, there was $1,584 of total unrecognized compensation cost related to unvested restricted stock awards.

A summary of changes in time-based nonvested restricted stock awards for the three months ended March 31, 2018 follows:

				Per Share Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of period		94,472		$	20.79
Granted		22,108			26.92
Vested		(40,105	)		19.69
Nonvested at end of period		76,475		$	23.07

The above table excludes 15,600 shares that were granted and immediately vested. Compensation expense resulting from the immediately vested shares was $385 for the three months ended March 31, 2018, and is included in the previously disclosed $674 above.

5

The fair value of shares vested was $1,462 and $917 during the three months ended March 31, 2018 and 2017, respectively.

3. FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has also been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals prepared by third-parties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised values based on the length of time that has passed since the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018 and December 31, 2017:

			Fair Value Measurements at March 31, 2018 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	111,921	$	0	$	111,921	$	0
States and political subdivisions		133,466		0		133,466		0
Residential and multi-family mortgage		120,630		0		120,630		0
Corporate notes and bonds		17,194		0		17,194		0
Pooled SBA		34,145		0		34,145		0

6

Other		943			943		0			0
Total Securities Available For Sale	$	418,299		$	943	$	417,356		$	0
Interest Rate swaps	$	146		$	0	$	146		$	0
Trading Securities:
Corporate equity securities	$	5,172		$	5,172	$	0		$	0
Mutual funds		1,612			1,612		0			0
Certificates of deposit		170			170		0			0
Corporate notes and bonds		250			250		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,256		$	7,204	$	52		$	0
Liabilities,
Interest rate swaps	$	(229	)	$	0	$	(229	)	$	0
				Fair Value Measurements at December 31, 2017 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	108,148		$	0	$	108,148		$	0
States and political subdivisions		137,723			0		137,723			0
Residential and multi-family mortgage		109,636			0		109,636			0
Corporate notes and bonds		17,200			0		17,200			0
Pooled SBA		36,040			0		36,040			0
Other		962			962		0			0
Total Securities Available For Sale	$	409,709		$	962	$	408,747		$	0
Interest Rate swaps	$	149		$	0	$	149		$	0
Trading Securities:
Corporate equity securities	$	5,125		$	5,125	$	0		$	0
Mutual funds		1,499			1,499		0			0
Certificates of deposit		220			220		0			0
Corporate notes and bonds		254			254		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,150		$	7,098	$	52		$	0
Liabilities,
Interest rate swaps	$	(310	)	$	0	$	(310	)	$	0

The table below presents a reconciliation of the fair value of securities available for sale measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2018 and 2017:

	2018		2017
Balance, January 1	$	0	$	2,049
Total gains:
Included in other comprehensive income (unrealized)		0		134
Sale of available-for-sale securities		0		(2,183	)
Balance, March 31	$	0	$	0

7

Assets and liabilities measured at fair value on a non-recurring basis are as follows at March 31, 2018 and December 31, 2017:

			Fair Value Measurements at March 31, 2018 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	60		0		0	$	60
			Fair Value Measurements at December 31, 2017 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	11		0		0	$	11

Impaired loans, measured for impairment using the fair value of collateral for collateral dependent loans, had a recorded investment of $959 with a valuation allowance of $899 as of March 31, 2018, resulting in a provision for loan losses of $264 for the corresponding three month period. Impaired loans had a recorded investment of $646 with a valuation allowance of $635 as of December 31, 2017. Impaired loans carried at fair value resulted in a negative provision for loan losses of $(103) for the three months ended March 31, 2017.

The estimated fair values of impaired collateral dependent loans such as commercial or residential mortgages are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained in respect of unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2018:

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	60	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2017:

8

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	11	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments at March 31, 2018:

	Carrying			Fair Value Measurement Using:								Total
	Amount			Level 1			Level 2			Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	28,604		$	28,604		$	0		$	0	$	28,604
Securities available for sale		418,299			943			417,356			0		418,299
Trading securities		7,256			7,204			52			0		7,256
Loans held for sale		1,460			0			1,460			0		1,460
Net loans		2,255,368			0			0			2,226,877		2,226,877
FHLB and other restricted interests		21,377			n/a			n/a			n/a		n/a
Other equity interests		5,187											5,187
Interest rate swaps		146			0			146			0		146
Accrued interest receivable		9,853			7			3,117			6,729		9,853
LIABILITIES
Deposits	$	(2,210,055	)	$	(1,833,235	)	$	(378,985	)	$	0	$	(2,212,220	)
FHLB and other borrowings		(356,398	)		0			(351,547	)		0		(351,547	)
Subordinated debentures		(70,620	)		0			(69,767	)		0		(69,767	)
Interest rate swaps		(229	)		0			(229	)		0		(229	)
Accrued interest payable		(638	)		0			(638	)		0		(638	)

The following table presents the carrying amount and fair value of financial instruments at December 31, 2017:

	Carrying			Fair Value Measurement Using:									Total
	Amount			Level 1			Level 2			Level 3			Fair Value
ASSETS
Cash and cash equivalents	$	35,345		$	35,345		$	0		$	0		$	35,345
Securities available for sale		409,709			962			408,747			0			409,709
Trading securities		7,150			7,098			52			0			7,150
Loans held for sale		852			0			853			0			853
Net loans		2,126,266			0			0			2,126,824			2,126,824
FHLB and other restricted interests		17,035			n/a			n/a			n/a			n/a
Other equity interests		4,482												4,482
Interest rate swaps		149			0			149			0			149
Accrued interest receivable		9,254			6			2,651			6,597			9,254
LIABILITIES
Deposits	$	(2,167,815	)	$	(1,802,844	)	$	(362,756	)	$	0		$	(2,165,600	)
FHLB and other borrowings		(257,359	)		0			(257,361	)		0			(257,361	)
Subordinated debentures		(70,620	)		0			(63,575	)		0			(63,575	)
Interest rate swaps		(310	)		0			(310	)		0			(310	)
Accrued interest payable		(554	)		0			(554	)		(0	)		(554	)

The methods and assumptions, not otherwise presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1.

9

Interest bearing time deposits with other banks: The fair value of interest bearing time deposits with other banks is estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities, resulting in a Level 2 classification.

Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

Loans: As of March 31, 2018, fair values for loans are estimated by a third party firm using the income approach. This approach uses valuation techniques to convert future earnings or cash flows to present value to arrive at a value that is indicated by market expectation about future cash flow. The methods utilized to estimate the fair value of loans represent an exit price. At December 31, 2017, the estimated fair value for loans were estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

FHLB and other restricted equity interests: It is not practical to determine the fair value of Federal Home Loan Bank stock and other restricted interests due to restrictions placed on the transferability of these instruments.

Other equity interests: The fair value is based on the net asset values provided by underlying investment partnership. ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments measured using the net asset value per share practical expedient and related disclosures.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates fair value resulting in a classification that is consistent with the asset with which it is associated.

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amount), resulting in a Level 1 classification. Fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

FHLB and other borrowings: The fair values of the Corporation’s FHLB and other borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

Subordinated debentures: The fair value of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of arrangements, resulting in a Level 2 classification.

Accrued interest payable: The carrying amount of accrued interest payable approximates fair value resulting in a classification that is consistent with the liability with which it is associated.

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the disclosures. Also, non-financial assets such as, among other things, the estimated earnings power of core deposits, the earnings potential of trust accounts, the trained workforce, and customer goodwill, which typically are not recognized on the balance sheet, may have value but are not included in the fair value disclosures.

4. SECURITIES

Securities available for sale at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018									December 31, 2017
	Amortized		Unrealized					Fair		Amortized		Unrealized					Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
U.S. Gov’t sponsored entities	$	113,341	$	334	$	(1,754	)	$	111,921	$	108,578	$	478	$	(908	)	$	108,148
State & political subdivisions		131,608		2,616		(758	)		133,466		134,428		3,609		(314	)		137,723
Residential & multi-family mortgage		123,995		104		(3,469	)		120,630		111,214		304		(1,882	)		109,636
Corporate notes & bonds		17,608		45		(459	)		17,194		17,610		52		(462	)		17,200
Pooled SBA		35,145		113		(1,113	)		34,145		36,260		355		(575	)		36,040
Other		1,020		0		(77	)		943		1,020		0		(58	)		962
Total	$	422,717	$	3,212	$	(7,630	)	$	418,299	$	409,110	$	4,798	$	(4,199	)	$	409,709

10

At March 31, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government sponsored entities, in an amount greater than 10% of shareholders’ equity. The Corporation’s residential and multi-family mortgage securities are issued by government sponsored entities.

Trading securities at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018		December 31, 2017
Corporate equity securities	$	5,172	$	5,125
Mutual funds		1,612		1,499
Certificates of deposit		170		220
Corporate notes and bonds		250		254
U.S. Government sponsored entities		52		52
Total	$	7,256	$	7,150

Securities with unrealized losses at March 31, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

March 31, 2018

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	63,833	$	(1,262	)	$	34,590	$	(492	)	$	98,423	$	(1,754	)
State & political subdivisions		61,022		(456	)		4,045		(302	)		65,067		(758	)
Residential & multi-family mortgage		50,017		(913	)		59,984		(2,556	)		110,001		(3,469	)
Corporate notes & bonds		5,225		(38	)		9,077		(421	)		14,302		(459	)
Pooled SBA		7,513		(67	)		21,272		(1,046	)		28,785		(1,113	)
Other		0		(0	)		943		(77	)		943		(77	)
	$	187,610	$	(2,736	)	$	129,911	$	(4,894	)	$	317,521	$	(7,630	)

December 31, 2017

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	55,696	$	(540	)	$	34,754	$	(368	)	$	90,450	$	(908	)
State & political subdivisions		15,890		(69	)		4,104		(245	)		19,994		(314	)
Residential and multi-family mortgage		30,144		(153	)		63,699		(1,729	)		93,843		(1,882	)
Corporate notes & bonds		5,005		(9	)		9,042		(453	)		14,047		(462	)
Pooled SBA		0		(0	)		22,270		(575	)		22,270		(575	)
Other		0		(0	)		962		(58	)		962		(58	)
	$	106,735	$	(771	)	$	134,831	$	(3,428	)	$	241,566	$	(4,199	)

The Corporation evaluates securities for other-than-temporary impairment on a quarterly basis, or more frequently when economic or market conditions warrant such an evaluation.

A roll-forward of the other-than-temporary impairment amount related to credit losses for the three months ended March 31, 2018 and 2017 is as follows:

11

	2018		2017
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, beginning of period	$	0	$	2,071
Credit losses previously recognized on securities sold during the period		0		(2,071	)
Additional credit loss for which other-than-temporary impairment was not previously recognized		0		0
Additional credit loss for which other-than-temporary impairment was previously recognized		0		0
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, end of period	$	0	$	0

For the securities that comprise corporate notes and bonds and the securities that are issued by state and political subdivisions, management monitors publicly available financial information, such as filings with the Securities and Exchange Commission, in order to evaluate the securities for other-than-temporary impairment. For financial institution issuers, management monitors information from quarterly “call” report filings that are used to generate Uniform Bank Performance Reports. All other securities that were in an unrealized loss position at the balance sheet date were reviewed by management, and issuer-specific documents were reviewed as appropriate given the following considerations. When reviewing securities for other-than-temporary impairment, management considers the financial condition and near-term prospects of the issuer and whether downgrades by bond rating agencies have occurred. Management also considers the length of time and extent to which fair value has been less than cost, and whether management does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.

As of March 31, 2018 and December 31, 2017, management concluded that the securities described in the previous paragraph were not other-than-temporarily impaired for the following reasons:

• There is no indication of any significant deterioration of the creditworthiness of the institutions that issued the securities.

• All contractual interest payments on the securities have been received as scheduled, and no information has come to management’s attention through the processes previously described which would lead to a conclusion that future contractual payments will not be timely received.

The Corporation does not intend to sell and it is not more likely than not that it will be required to sell the securities in an unrealized loss position before recovery of its amortized cost basis.

On March 31, 2018 and December 31, 2017, securities carried at $274,883 and $319,575, respectively, were pledged to secure public deposits and for other purposes as provided by law.

Information pertaining to security sales on available for sale securities is as follows:

	Proceeds		Gross Gains		Gross Losses
Three months ended March 31, 2018	$	0	$	0	$	0
Three months ended March 31, 2017	$	2,183	$	1,383	$	0

The tax provision related to these net realized gains was $0 and $484, respectively.

The following is a schedule of the contractual maturity of securities available for sale, excluding equity securities, at March 31, 2018:

	Amortized		Fair
	Cost		Value
1 year or less	$	58,820	$	58,626
1 year – 5 years		154,027		154,001
5 years – 10 years		43,991		44,236
After 10 years		5,719		5,718
		262,557		262,581
Residential and multi-family mortgage		123,995		120,630
Pooled SBA		35,145		34,145
Total debt securities	$	421,697	$	417,356

12

Mortgage and asset backed securities and pooled SBA securities are not due at a single date; periodic payments are received based on the payment patterns of the underlying collateral.

5. LOANS

Total net loans at March 31, 2018 and December 31, 2017 are summarized as follows:

	March 31, 2018			December 31, 2017
Commercial, industrial, and agricultural	$	773,473		$	749,138
Commercial mortgages		694,517			600,065
Residential real estate		725,683			713,347
Consumer		77,981			80,193
Credit cards		6,965			6,753
Overdrafts		1,134			352
Less: unearned discount		(3,629	)		(3,889	)
allowance for loan losses		(20,756	)		(19,693	)
Loans, net	$	2,255,368		$	2,126,266

At March 31, 2018 and December 31, 2017, net unamortized loan fees of $3,211 and $2,574, respectively, have been included in the carrying value of loans.

The Corporation’s outstanding loans and related unfunded commitments are primarily concentrated within Central and Western Pennsylvania, Central and Northeastern Ohio, and Western New York. The Bank attempts to limit concentrations within specific industries by utilizing dollar limitations to single industries or customers, and by entering into participation agreements with third parties. Collateral requirements are established based on management’s assessment of the customer. The Corporation maintains lending policies to control the quality of the loan portfolio. These policies delegate the authority to extend loans under specific guidelines and underwriting standards. These policies are prepared by the Corporation’s management and reviewed and ratified annually by the Corporation’s Board of Directors.

Pursuant to the Corporation’s lending policies, management considers a variety of factors when determining whether to extend credit to a customer, including loan-to-value ratios, FICO scores, quality of the borrower’s financial statements, and the ability to obtain personal guarantees.

Commercial, industrial, and agricultural loans comprised 34% and 35% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. Commercial mortgage loans comprised 31% and 28% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. Management assigns a risk rating to all commercial loans at loan origination. The loan-to-value policy guidelines for commercial, industrial, and agricultural loans are generally a maximum of 80% of the value of business equipment, a maximum of 75% of the value of accounts receivable, and a maximum of 60% of the value of business inventory at loan origination. The loan-to-value policy guideline for commercial mortgage loans is generally a maximum of 85% of the appraised value of the real estate.

Residential real estate loans comprised 32% and 33% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. The loan-to-value policy guidelines for residential real estate loans vary depending on the collateral position and the specific type of loan. Higher loan-to-value terms may be approved with the appropriate private mortgage insurance coverage. The Corporation also originates and prices loans for sale into the secondary market. Loans so originated are classified as loans held for sale and are excluded from residential real estate loans reported above. The rationale for these sales is to mitigate interest rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio and to generate fee revenue from sales and servicing the loan. The Corporation also offers a variety of unsecured and secured consumer loan and credit card products which represent less than 10% of the total loan portfolio at

13

both March 31, 2018 and December 31, 2017. Terms and collateral requirements vary depending on the size and nature of the loan.

Transactions in the allowance for loan losses for the three months ended March 31, 2018 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real					Credit
	Agricultural			Mortgages		Estate		Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2018	$	6,160		$	9,007	$	2,033	$	2,179		$	120		$	194		$	19,693
Charge-offs		(31	)		0		0		(590	)		(19	)		(86	)		(726	)
Recoveries		68			0		3		49			7			31			158
Provision for loan losses		85			1,013		16		427			15			75			1,631
Allowance for loan losses, March 31, 2018	$	6,282		$	10,020	$	2,052	$	2,065		$	123		$	214		$	20,756

Transactions in the allowance for loan losses for the three months ended March 31, 2017 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real						Credit
	Agricultural			Mortgages		Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2017	$	5,428		$	6,753	$	1,653		$	2,215		$	93		$	188		$	16,330
Charge-offs		(1	)		0		(68	)		(735	)		(58	)		(69	)		(931	)
Recoveries		12			2		71			2			11			33			131
Provision (benefit) for loan losses		(654	)		602		366			607			59			36			1,016
Allowance for loan losses, March 31, 2017	$	4,785		$	7,357	$	2,022		$	2,089		$	105		$	188		$	16,546

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and is based on the Corporation’s impairment method as of March 31, 2018 and December 31, 2017. The recorded investment in loans excludes accrued interest and unearned discounts due to their insignificance.

March 31, 2018

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	20	$	2	$	0	$	0	$	0	$	0	$	22
Collectively evaluated for impairment		5,984		3,850		2,052		2,065		123		214		14,288
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		278		6,168		0		0		0		0		6,446
Total ending allowance balance	$	6,282	$	10,020	$	2,052	$	2,065	$	123	$	214	$	20,756
Loans:
Individually evaluated for impairment	$	1,418	$	1,892	$	0	$	0	$	0	$	0	$	3,310
Collectively evaluated for impairment		766,905		679,271		725,683		77,981		6,965		1,134		2,257,939
Acquired with deteriorated credit quality		0		1,144		0		0		0		0		1,144
Modified in a troubled debt restructuring		5,150		12,210		0		0		0		0		17,360
Total ending loans balance	$	773,473	$	694,517	$	725,683	$	77,981	$	6,965	$	1,134	$	2,279,753

December 31, 2017

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	47	$	0	$	0	$	0	$	0	$	0	$	47
Collectively evaluated for impairment		5,868		3,563		2,033		2,179		120		194		13,957
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		245		5,444		0		0		0		0		5,689
Total ending allowance balance	$	6,160	$	9,007	$	2,033	$	2,179	$	120	$	194	$	19,693

14

Loans:
Individually evaluated for impairment	$	1,187	$	51	$	0	$	0	$	0	$	0	$	1,238
Collectively evaluated for impairment		742,738		586,845		713,347		80,193		6,753		352		2,130,228
Acquired with deteriorated credit quality		0		1,079		0		0		0		0		1,079
Modified in a troubled debt restructuring		5,213		12,090		0		0		0		0		17,303
Total ending loans balance	$	749,138	$	600,065	$	713,347	$	80,193	$	6,753	$	352	$	2,149,848

The following tables present information related to loans individually evaluated for impairment, including loans modified in troubled debt restructurings, by portfolio segment as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

March 31, 2018

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,861	$	1,852	$	298
Commercial mortgage		9,290		9,007		6,170
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,478		4,716		0
Commercial mortgage		6,054		5,095		0
Residential real estate		0		0		0
Total	$	22,683	$	20,670	$	6,468

December 31, 2017

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,915	$	1,915	$	292
Commercial mortgage		9,940		9,731		5,444
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,264		4,485		0
Commercial mortgage		3,211		2,410		0
Residential real estate		0		0		0
Total	$	20,330	$	18,541	$	5,736

The unpaid principal balance of impaired loans includes the Corporation’s recorded investment in the loan and amounts that have been charged off.

	Three Months Ended March 31, 2018
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,884	$	22	$	22
Commercial mortgage		9,234		18		18
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		4,600		46		46
Commercial mortgage		3,753		13		13
Residential real estate		0		0		0
Total	$	19,491	$	99	$	99

15

	Three Months Ended March 31, 2017
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,636	$	18	$	18
Commercial mortgage		15,270		145		145
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		1,712		16		16
Commercial mortgage		0		0		0
Residential real estate		0		0		0
Total	$	18,618	$	179	$	179

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still accruing interest by class of loans as of March 31, 2018 and December 31, 2017:

	March 31, 2018				December 31, 2017
	Nonaccrual		Past Due Over 90 Days Still on Accrual		Nonaccrual		Past Due Over 90 Days Still on Accrual
Commercial, industrial, and agricultural	$	2,737	$	0	$	1,869	$	78
Commercial mortgages		11,361		0		11,065		0
Residential real estate		5,038		425		5,470		338
Consumer		614		13		828		17
Credit cards		0		37		0		44
Total	$	19,750	$	475	$	19,232	$	477

Nonaccrual loans and loans past due over 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of March 31, 2018 and December 31, 2017 by class of loans.

March 31, 2018

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,371	$	173	$	935	$	3,479	$	769,994	$	773,473
Commercial mortgages		3		314		1,714		2,031		692,486		694,517
Residential real estate		1,565		1,596		4,471		7,632		718,051		725,683
Consumer		376		447		580		1,403		76,578		77,981
Credit cards		30		5		37		72		6,893		6,965
Overdrafts		0		0		0		0		1,134		1,134
Total	$	4,345	$	2,535	$	7,737	$	14,617	$	2,265,136	$	2,279,753
December 31, 2017

16

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,745	$	646	$	748	$	4,139	$	744,999	$	749,138
Commercial mortgages		233		0		292		525		599,540		600,065
Residential real estate		2,290		1,494		4,655		8,439		704,908		713,347
Consumer		454		307		812		1,573		78,620		80,193
Credit cards		31		10		44		85		6,668		6,753
Overdrafts		0		0		0		0		352		352
Total	$	5,753	$	2,457	$	6,551	$	14,761	$	2,135,087	$	2,149,848

Troubled Debt Restructurings

The terms of certain loans have been modified as troubled debt restructurings. The modification of the terms of such loans included either or both of the following: a reduction of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk.

The following table presents the number of loans, loan balances, and specific reserves for loans that have been restructured in a troubled debt restructuring as of March 31, 2018 and December 31, 2017.

	March 31, 2018						December 31, 2017
	Number of Loans		Loan Balance		Specific Reserve		Number of Loans		Loan Balance		Specific Reserve
Commercial, industrial, and agricultural		10	$	5,150	$	278		10	$	5,213	$	245
Commercial mortgages		9		12,210		6,168		9		12,090		5,444
Residential real estate		0		0		0		0		0		0
Consumer		0		0		0		0		0		0
Credit cards		0		0		0		0		0		0
Total		19	$	17,360	$	6,446		19	$	17,303	$	5,689

There were no loans modified as troubled debt restructurings during the three months ended March 31, 2018 or March 31, 2017.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. All loans modified in troubled debt restructurings are performing in accordance with their modified terms as of March 31, 2018 and December 31, 2017 and no principal balances were forgiven in connection with the loan restructurings.

In order to determine whether a borrower is experiencing financial difficulty, the Corporation performs an evaluation using its internal underwriting policies of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without a loan modification. The Corporation has no further loan commitments to customers whose loans are classified as a troubled debt restructuring.

Generally, non-performing troubled debt restructurings are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Credit Quality Indicators

The Corporation classifies commercial, industrial, and agricultural loans and commercial mortgage loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans with outstanding balances greater than $1 million are analyzed at least semiannually and loans with outstanding balances of less than $1 million are analyzed at least annually.

The Corporation uses the following definitions for risk ratings:

17

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

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

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

Loans not rated as special mention, substandard, or doubtful are considered to be pass rated loans. All loans included in the following tables have been assigned a risk rating within 12 months of the balance sheet date.

March 31, 2018

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	740,558	$	9,513	$	23,402	$	0	$	773,473
Commercial mortgages		676,688		2,771		15,058		0		694,517
Total	$	1,417,246	$	12,284	$	38,460	$	0	$	1,467,990

December 31, 2017

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	713,102	$	16,726	$	19,310	$	0	$	749,138
Commercial mortgages		581,631		4,419		14,015		0		600,065
Total	$	1,294,733	$	21,145	$	33,325	$	0	$	1,349,203

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential real estate, consumer, and credit card loan classes, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in residential, consumer, and credit card loans based on payment activity as of March 31, 2018 and December 31, 2017:

	March 31, 2018						December 31, 2017
	Residential				Credit		Residential				Credit
	Real Estate		Consumer		Cards		Real Estate		Consumer		Cards
Performing	$	720,220	$	77,354	$	6,928	$	707,539	$	79,348	$	6,709
Nonperforming		5,463		627		37		5,808		845		44
Total	$	725,683	$	77,981	$	6,965	$	713,347	$	80,193	$	6,753

The Corporation’s portfolio of residential real estate and consumer loans maintained within Holiday Financial Services Corporation (“Holiday”) are considered to be subprime loans. Holiday is a subsidiary that offers small balance unsecured and secured loans primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics than are typical in the Bank’s consumer loan portfolio.

Holiday’s loan portfolio is summarized as follows at March 31, 2018 and December 31, 2017:

18

	March 31,			December 31,
	2018			2017
Consumer	$	21,892		$	23,428
Less: unearned discount		(3,629	)		(3,889	)
Total	$	18,263		$	19,539

6. DEPOSITS

Total deposits at March 31, 2018 and December 31, 2017 are summarized as follows (in thousands):

	Percentage Change			March 31, 2018		December 31, 2017
Checking, non-interest bearing		(3.4	%)	$	311,052	$	321,858
Checking, interest bearing		4.7	%		592,075		565,399
Savings accounts		1.6	%		930,108		915,587
Certificates of deposit		3.2	%		376,820		364,971
		1.9	%	$	2,210,055	$	2,167,815

7. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per share is computed using the weighted average number of shares determined for the basic computation plus the dilutive effect of potential common shares issuable under certain stock compensation plans. For the three months ended March 31, 2018 and 2017, there were no outstanding stock options to include in the diluted earnings per share calculations.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Corporation has determined that its outstanding unvested stock awards are participating securities.

The computation of basic and diluted earnings per share is shown below:

	Three months ended
	March 31,
	2018			2017
Basic earnings per common share computation:
Net income per consolidated statements of income	$	7,097		$	6,480
Net earnings allocated to participating securities		(34	)		(39	)
Net earnings allocated to common stock	$	7,063		$	6,441
Distributed earnings allocated to common stock	$	2,509		$	2,508
Undistributed earnings allocated to common stock		4,554			3,933
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding, including shares considered participating securities		15,273			14,979

19

Less: Average participating securities		(72	)		(86	)
Weighted average shares		15,201			14,893
Basic earnings per common share	$	0.46		$	0.43
Diluted earnings per common share computation:
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding for basic earnings per common share		15,201			14,893
Add: Dilutive effects of assumed exercises of stock options		0			0
Weighted average shares and dilutive potential common shares		15,201			14,893
Diluted earnings per common share	$	0.46		$	0.43

8. DERIVATIVE INSTRUMENTS

On May 3, 2011, the Corporation executed an interest rate swap agreement with a 5 year term and an effective date of September 15, 2013 in order to hedge cash flows associated with $10 million of a subordinated note that was issued by the Corporation during 2007 and elected cash flow hedge accounting for the agreement. The Corporation’s objective in using this derivative is to add stability to interest expense and to manage its exposure to interest rate risk. The interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2013 to September 15, 2018 without exchange of the underlying notional amount. At March 31, 2018, the variable rate on the subordinated debt was 3.43% (LIBOR plus 155 basis points) and the Corporation was paying 5.57% (4.02% fixed rate plus 155 basis points).

As of March 31, 2018 and December 31, 2017, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Corporation does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

The following tables provide information about the amounts and locations of activity related to the interest rate swaps designated as cash flow hedges within the Corporation’s consolidated balance sheet and statement of income as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

			Fair value as of
	Balance Sheet		March 31,			December 31,
	Location		2018			2017
Interest rate contracts		Accrued interest and other liabilities	$	(83	)	$	(161	)

For the Three Months Ended March 31, 2018		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	62	Interest expense – subordinated debentures	$	(58	)	Other income	$	0
For the Three Months Ended March 31, 2017		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	55	Interest expense – subordinated debentures	$	(76	)	Other income	$	0

(a) Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax

20

(b) Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(c) Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(d) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

(e) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Amounts reported in accumulated other comprehensive loss related to the interest rate swap will be reclassified to interest expense as interest payments are made on the subordinated debentures. Such amounts reclassified from accumulated other comprehensive loss to interest expense in the next twelve months are expected to be $217. As of March 31, 2018 and December 31, 2017, a cash collateral balance in the amount of $1,400 was maintained with a counterparty to the interest rate swaps. These balances are included in interest bearing deposits with other banks on the consolidated balance sheet.

The Corporation has entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Corporation enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Corporation agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. Concurrently, the Corporation agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Corporation’s customers to effectively convert a variable rate loan to a fixed rate. Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Corporation’s results of operations.

The Corporation pledged cash collateral to another financial institution with a balance $750 as of both March 31, 2018 and December 31, 2017. This balance is included in interest bearing deposits with other banks on the consolidated balance sheets. The Corporation does not require its customers to post cash or securities as collateral on its program of back-to-back swaps. However, certain language is included in the International Swaps and Derivatives Association agreement and loan documents where, in default situations, the Corporation is permitted to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Corporation may be required to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.

The following table provides information about the amounts and locations of activity related to the back-to-back interest rate swaps within the Corporation’s consolidated balance sheet as of March 31, 2018 and December 31, 2017:

	Notional Amount			Weighted Average Maturity (in years)		Weighted Average Fixed Rate			Weighted Average Variable Rate		Fair Value
March 31, 2018
3rd Party interest rate swaps	$	11,772			7.8		4.52	%		1 month LIBOR + 2.37%	$	(146	)(a)
Customer interest rate swaps		(11,772	)		7.8		4.52	%		1 month LIBOR + 2.37%		146	(b)
December 31, 2017
3rd Party interest rate swaps	$	11,848			8.0		4.51	%		1 month LIBOR + 2.37%	$	149	(a)
Customer interest rate swaps		(11,848	)		8.0		4.51	%		1 month LIBOR + 2.37%		(149	)(b)

(a) Reported in accrued interest receivable and other assets within the consolidated balance sheets

(b) Reported in accrued interest payable and other liabilities within the consolidated balance sheets

21

9. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Corporation adopted Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606)” using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09 while prior period amounts continue to be reported in accordance with legacy GAAP. The adoption of ASU 2014-09 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investment securities along with non-interest revenue resulting from security gains, loan servicing, gains on the sale of loans, commitment fees, fees from financial guarantees, certain credit cards fees, gains (losses) on sale of other real estate owned, is not within the scope of (ASU) 2014-09. As a result, no changes were made during the period related to these sources of revenue, which cumulatively comprise 93.3% of the total revenue of the Corporation.

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three months ended March 31, 2018 and 2017.

	Three Months		Three Months
	Ended		Ended
	March 31, 2018		March 31, 2017
Non-interest Income
Service charges on deposit accounts	$	1,247	$	1,090
Wealth and asset management fees		1,030		871
Mortgage banking (1)		208		184
Card processing and interchange income		971		878
Net gains (losses) on sales of securities (1)		0		1,383
Other income (1)		1,295		1,367
Total non-interest income	$	4,751	$	5,773

⁽¹⁾  Not within scope of ASU 2014-09

The types of non-interest income within the scope of the standard that is material to the consolidated financial statements are services charges on deposit accounts and wealth and asset management fee income.

Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed, as that is the point in time the Corporation fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Services charges on deposits are withdrawn from the customer’s account balance.

Wealth and Asset Management Fees: The Corporation earns wealth and asset management fees from its contracts with trust and brokerage customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month end. Fees for these services are billed to customers on a monthly or quarterly basis and are recorded as revenue at the end of the period for which the wealth and asset management services have been performed. Other performance obligations, such as the delivery of account statements to customers, are generally considered immaterial to the overall transaction price.

Card processing and interchange income: The Corporation earns interchange fees from check card and credit card transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

10. CONTINGENCY

On March 28, 2018, the Corporation received a notice of assessment from the Pennsylvania Department of Revenue that reported a sales tax assessment amount of $824 plus interest and penalties of $339 resulting in a total assessed balance of

22

$1,163. The notice of assessment covers the period from January 1, 2013 through July 31, 2016. The Corporation has evaluated the specific items on which sales tax has been assessed in conjunction with its legal counsel and has determined that it is probable that the Corporation has some liability based on a review of the Pennsylvania tax laws that apply to the assessed items. The Corporation’s reasonable estimate of this liability is $96 as of March 31, 2018, which has been accrued and reported in accrued interest payable and other liabilities in the accompanying consolidated balance sheet. The remaining balance that has not been accrued relates primarily to sales tax assessments associated with data processing and banking equipment maintenance, which the corporation’s management and legal counsel have concluded were improperly assessed based on current Pennsylvania sales tax law. The ultimate resolution of this matter, which may take in excess of one year, could result in an additional expense up to the total amount assessed.

11. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles – Goodwill and Other) which is intended to simplify the measurement of goodwill in periods following the date on which the goodwill is initially recorded. Under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a U.S. Securities and Exchange Commission filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material effect on the Corporation’s financial statements.

In August 2016, the FASB issued an update (ASU 2016-15, Statement of Cash Flows) which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update apply to all entities, including business entities and not-for-profit entities that are required to present a statement of cash flows, and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 did not have a material effect on the Corporation’s financial statements.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments – Credit Losses) which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendments in ASU 2016-13 eliminate the probable initial recognition threshold in current U.S. Generally Accepted Accounting Principles. In addition, the amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually, such as loans. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently in the developmental stages of evaluating the impact of the adoption of ASU 2016-13 on the Corporation’s financial statements and is collecting available historical information in order to assess the expected credit losses. However, the impact to the financial statements is yet to be determined.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The update will be effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on the Corporation’s financial statements and anticipates an increase in the Corporation’s assets and liabilities. However, the amounts that will be adjusted are still to be determined.

In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 provides updated accounting and reporting requirements for both public and non-public entities. The most significant provisions that will impact the Corporation are: 1) equity securities available for sale will be measured at fair value, with the changes in fair value recognized in the income statement; 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments at amortized cost on the balance sheet; 3) utilization of exit price notion when measuring

23

the fair value of financial instruments for disclosure purposes; 4) require separate presentation of both financial assets and liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The update was effective on January 1, 2018, using a cumulative-effect adjustment to the balance sheet as of the beginning of the year, but resulted in the use of an exit price, rather than an entrance price, to determine fair value of loans not measured at fair value on a non-recurring basis. The adoption of ASU 2016-01 on January 1, 2018 did not have a material effect on the Corporation’s financial statements.

24

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management’s assessment of financial results. The Corporation’s subsidiary, CNB Bank (the “Bank”), provides financial services to individuals and businesses primarily within its primary market area of the Pennsylvania counties of Blair, Cambria, Cameron, Centre, Clearfield, Crawford, Elk, Indiana, Jefferson, and McKean. As ERIEBANK, a division of CNB Bank, the Bank operates in the Pennsylvania counties of Crawford, Erie, and Warren and the Ohio counties of Ashtabula and Lake. As FCBank, a division of CNB Bank, the Bank operates in the Ohio counties of Crawford, Richland, Ashland, Wayne, Marion, Morrow, Knox, Delaware, and Franklin. As Bank on Buffalo, a division of CNB Bank, the Bank operates in Erie and Niagara counties, New York.

The Bank is subject to regulation, supervision and examination by the Pennsylvania State Department of Banking as well as the Federal Deposit Insurance Corporation. The financial condition and results of operations of the Corporation and its consolidated subsidiaries are not necessarily indicative of future performance. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. Holiday Financial Services Corporation (“Holiday”), incorporated in Pennsylvania, offers small balance secured and unsecured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics.

When we use the terms “we”, “us” and “our”, we mean CNB Financial Corporation and its subsidiaries. Management’s discussion and analysis should be read in conjunction with the Corporation’s consolidated financial statements and related notes.

The following discussion should be read in conjunction with the Corporation’s Consolidated Financial Statements and Notes thereto, for the year ended December 31, 2017, included in its 2017 Form 10-K, and in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 1 of this report. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results for the full year ending December 31, 2018, or any future period.

GENERAL OVERVIEW

Management concentrates on return on average equity, earnings per share, asset quality, and other metrics to measure the performance of the Corporation. The interest rate environment will continue to play an important role in the future earnings of the Corporation. During the past several years, in order to address the historic lows on interest rates that are primarily tied to short-term rates, such as the Prime Rate, the Corporation has taken a variety of measures including instituting rate floors on our commercial lines of credit and home equity lines.

Non-interest costs are expected to increase with the growth of the Corporation; however, management’s growth strategies are expected to also result in an increase in earning assets as well as enhanced non-interest income which is expected to more than offset increases in non-interest expenses in 2018 and beyond. While past results are not an indication of future earnings, management believes the Corporation is well-positioned to sustain core earnings during 2018.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents totaled $28.6 million at March 31, 2018 compared to $35.3 million at December 31, 2017. Cash and cash equivalents fluctuate based on the timing and amount of liquidity events that occur in the normal course of business.

Management believes the liquidity needs of the Corporation are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, Federal Home Loan Bank financing, and the portions of the securities and loan portfolios that mature within one year. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due.

25

SECURITIES

Securities available for sale and trading securities increased by $8.7 million or 2.1% since December 31, 2017. The Corporation’s objective is to maintain the securities portfolio at a size that approximates 15% of total assets in order to appropriately balance the earnings and liquidity that the portfolio provides. As of March 31, 2018 and December 31, 2017, the securities portfolio as a percentage of total assets was 14.6% and 15.1%, respectively. The footnotes to the consolidated financial statements provide more detail concerning the composition of the Corporation’s securities portfolio and the process for evaluating securities for other-than-temporary impairment.

The Corporation generally buys into the market over time and does not attempt to “time” its transactions. In doing this, the highs and lows of the market are averaged into the portfolio and the overall effect of different rate environments is minimized. The Corporation monitors the earnings performance and the effectiveness of the liquidity of the securities portfolio on a regular basis through meetings of the Asset/Liability Committee of the Corporation’s Board of Directors (“ALCO”). The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the securities portfolio, a sufficient level of liquidity is maintained to satisfy depositor requirements and various credit needs of our customers.

LOANS

The Corporation experienced an increase in loans, net of unearned discount, of $130.2 million, or 6.1%, during the first three months of 2018. Lending efforts consist principally of commercial and retail lending, which includes single family residential mortgages and other consumer loans. The Corporation views commercial lending as its competitive advantage and continues to focus on this area by hiring and retaining experienced loan officers and supporting them with quality credit analysis. The Corporation expects loan demand to be solid and loan balances to grow throughout the remainder of 2018.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established by provisions for losses in the loan portfolio as well as overdrafts in deposit accounts. These provisions are charged against current income. Loans and overdrafts deemed not collectible are charged off against the allowance while any subsequent collections are recorded as recoveries and increase the allowance. The table below shows activity within the allowance account for the specified periods (in thousands):

	Three months ending March 31, 2018			Year ending December 31, 2017			Three months ending March 31, 2017
Balance at beginning of period	$	19,693		$	16,330		$	16,330
Charge-offs:
Commercial, industrial, and agricultural		(31	)		(544	)		(1	)
Commercial mortgages		0			(116	)		0
Residential real estate		0			(466	)		(68	)
Consumer		(590	)		(2,555	)		(735	)
Credit cards		(19	)		(144	)		(58	)
Overdrafts		(86	)		(252	)		(69	)
		(726	)		(4,077	)		(931	)
Recoveries:
Commercial, industrial, and agricultural		68			235			12
Commercial mortgages		0			197			2
Residential real estate		3			78			71
Consumer		49			161			2
Credit cards		7			27			11
Overdraft deposit accounts		31			87			33
		158			785			131
Net charge-offs		(568	)		(3,292	)		(800	)
Provision for loan losses		1,631			6,655			1,016

26

Balance at end of period	$	20,756		$	19,693		$	16,546
Loans, net of unearned	$	2,276,124		$	2,145,959		$	1,908,951
Allowance to net loans		0.91	%		0.92	%		0.87	%
Net charge-offs to average loans (annualized)		0.10	%		0.16	%		0.17	%
Nonperforming assets	$	20,419		$	20,427		$	21,599
Nonperforming % of total assets		0.70	%		0.71	%		0.83	%

The adequacy of the allowance for loan losses is subject to a formal analysis by the Credit Administration and Finance Departments of the Corporation. As part of the formal analysis, delinquencies and losses are monitored monthly. The loan portfolio is divided into several categories in order to better analyze the entire pool. First is a selection of classified loans that is given a specific reserve. The remaining loans are pooled, by category, into these segments:

Reviewed

• Commercial, industrial, and agricultural

• Commercial mortgages

Homogeneous

• Residential real estate

• Consumer

• Credit cards

• Overdrafts

The reviewed loan pools are further segregated into four categories: special mention, substandard, doubtful, and pass rated. Historical loss factors are calculated for each pool excluding overdrafts based on the previous eight quarters of experience. The homogeneous pools are evaluated by analyzing the historical loss factors from the most previous eight quarter ends.

The historical loss factors for both the reviewed and homogeneous pools are adjusted based on the following six qualitative factors:

• levels of and trends in delinquencies, non-accrual loans, and classified loans;

• trends in volume and terms of loans;

• effects of any changes in lending policies and procedures;

• experience and ability of management;

• national and local economic trends and conditions; and

• concentrations of credit.

The methodology described above was created using the experience of the Corporation’s Management team, guidance from the regulatory agencies, expertise of a third-party loan review provider, and discussions with peers. The resulting factors are applied to the pool balances in order to estimate the probable risk of loss within each pool. Prudent business practices dictate that the level of the allowance, as well as corresponding charges to the provision for loan losses, should be commensurate with identified areas of risk within the loan portfolio and the attendant risks inherent therein. The quality of the credit risk management function and the overall administration of this vital segment of the Corporation’s assets are critical to the ongoing success of the Corporation.

The previously mentioned analysis considers numerous historical and other factors to analyze the adequacy of the allowance and current period charges against the provision for loan losses. Management uses the analysis to compare and plot the actual level of the allowance against the aggregate amount of loans adversely classified in order to compute the estimated probable losses associated with those loans. Management then determines the current adequacy of the allowance and evaluates trends that may be developing. The volume and composition of the Corporation’s loan portfolio continue to reflect growth in commercial credits including commercial real estate loans.

As mentioned in the Loans section of this analysis, management considers commercial lending to be a competitive advantage and continues to focus on this area as part of its strategic growth initiatives. However, management recognizes and considers the fact that risk is more pronounced in these types of credits and is, to a greater degree than with other loans, driven by the economic environment in which the debtor’s business operates.

27

In the first quarter of 2018, one commercial real estate loan that was impaired at year end 2017 experienced further deterioration in the financial condition of the borrower, resulting in an additional provision for loan losses of $623 thousand. In spite of the strong organic loan growth in the first quarter of 2018, the Corporation was able to decrease its general loan loss reserve due to the Corporation’s continued low historical loan loss experience and its forecast of probable incurred losses inherent in the loan portfolio as of March 31, 2018.

Management believes that the allowance for loan losses is reasonable and adequate to absorb probable incurred losses in the Corporation’s portfolio at March 31, 2018.

FUNDING SOURCES

The Corporation considers deposits, short-term borrowings, and term debt when evaluating funding sources. Deposits increased $42.2 million from $2.168 billion at December 31, 2017 to $2.210 billion at March 31, 2018.

Periodically, the Corporation utilizes term borrowings from the Federal Home Loan Bank (“FHLB”) and other lenders to meet funding needs. Management plans to maintain access to short-term and long-term borrowings as an available funding source.

SHAREHOLDERS’ EQUITY AND CAPITAL RATIOS AND METRICS

The Corporation’s capital continued to provide a base for profitable growth through March 31, 2018. Total shareholders’ equity was $244.8 million at March 31, 2018 and $243.9 million at December 31, 2017. In the first three months of 2018, the Corporation earned $7.1 million and declared dividends of $2.5 million, resulting in a dividend payout ratio of 35.5% of net income.

The Corporation has complied with the standards of capital adequacy mandated by government regulations. Bank regulators have established “risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, 100%, or 150% (highest risk assets), is assigned to each asset on the balance sheet.

The Corporation’s capital ratios, book value per share and tangible book value per share as of March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018			December 31, 2017
Total risk-based capital ratio		13.69	%		14.32	%
Tier 1 capital ratio		10.48	%		10.97	%
Common equity tier 1 ratio		9.58	%		10.00	%
Leverage ratio		8.28	%		8.45	%
Tangible common equity/tangible assets (1)		7.14	%		7.46	%
Book value per share	$	16.02		$	15.98
Tangible book value per share (1)	$	13.39		$	13.33

(1) Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and core deposit intangibles from the calculation of shareholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and core deposit intangibles from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition because they are additional measures used to assess capital adequacy. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands,

28

except share and per share data).

	March 31, 2018			December 31, 2017
Shareholders’ equity	$	244,811		$	243,910
Less goodwill		38,730			38,730
Less core deposit intangible		1,377			1,625
Tangible common equity	$	204,704		$	203,555
Total assets	$	2,908,883		$	2,768,773
Less goodwill		38,730			38,730
Less core deposit intangible		1,377			1,625
Tangible assets	$	2,868,776		$	2,728,418
Ending shares outstanding		15,285,639			15,264,740
Tangible book value per share	$	13.39		$	13.33
Tangible common equity/tangible assets		7.14	%		7.46	%

LIQUIDITY

Liquidity measures an organization’s ability to meet cash obligations as they come due. The consolidated statement of cash flows provides analysis of the Corporation’s cash and cash equivalents. Additionally, management considers that portion of the loan and investment portfolio that matures within one year to be part of the Corporation’s liquid assets. The Corporation’s liquidity is monitored by both management and the ALCO, which establishes and monitors ranges of acceptable liquidity. Management believes the Corporation’s current liquidity position is acceptable.

OFF BALANCE SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off balance sheet risk was as follows at March 31, 2018 and December 31, 2017:

	March 31, 2018				December 31, 2017
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans	$	49,630	$	306,968	$	64,799	$	210,987
Unused lines of credit		0		123,233		0		118,348
Standby letters of credit		0		14,349		0		14,985

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments at March 31, 2018 have interest rates ranging from 1.79% to 18.00% and maturities ranging from 1 month to 15 years. The fixed rate loan commitments at December 31, 2017 have interest rates ranging from 1.00% to 18.00% and maturities ranging from 8 months to 30 years.

In October 2015, the Corporation entered into a subscription agreement with Oxer BCP Mezzanine Fund, LP (“Oxer”) and committed to invest $5.0 million as a limited partner in the fund. In February 2017, the Corporation entered into a subscription agreement with Tecum Capital Partners II, LP (“Tecum”) and committed to invest $3.0 million as a limited partner in the fund. Oxer and Tecum are Small Business Investment Companies (SBIC) that are licensed and regulated by the Office of Investment at the Small Business Administration (SBA). The SBIC license allows SBICs to employ private

29

capital and funds borrowed at a low cost using SBA-guaranteed securities to make investments in qualifying small businesses and similar enterprises as defined by SBA regulations. As of March 31, 2018, the Corporation has made $4.0 million of capital contributions to Oxer and $1.2 million of capital contributions to Tecum.

30

CONSOLIDATED YIELD COMPARISONS

AVERAGE BALANCES AND NET INTEREST MARGIN FOR THE THREE MONTHS ENDED

Dollars in thousands

	March 31, 2018								March 31, 2017
	Average			Annual			Interest		Average			Annual			Interest
	Balance			Rate			Inc./Exp.		Balance			Rate			Inc./Exp.
ASSETS:
Securities:
Taxable (1)	$	292,450			2.69	%	$	1,984	$	346,627			2.53	%	$	2,191
Tax-Exempt (1,2)		97,846			3.51	%		850		117,382			4.16	%		1,205
Equity Securities (1,2)		29,414			3.97	%		292		25,730			3.02	%		194
Total securities		419,710			2.96	%		3,126		489,739			2.95	%		3,590
Loans:
Commercial (2)		768,968			4.54	%		8,732		589,578			4.80	%		7,081
Mortgage (2)		1,356,569			4.69	%		15,901		1,237,639			4.34	%		13,419
Consumer		82,745			9.66	%		1,999		81,566			8.80	%		1,794
Total loans (3)		2,208,282			4.82	%		26,632		1,908,783			4.67	%		22,294
Total earning assets		2,627,992			4.53	%	$	29,758		2,398,522			4.32	%	$	25,884
Non interest-bearing assets:
Cash and due from banks		26,142								24,981
Premises and equipment		50,441								50,443
Other assets		146,935								134,223
Allowance for loan losses		(20,175	)							(16,475	)
Total non interest-bearing assets		203,343								193,172
TOTAL ASSETS	$	2,831,335							$	2,591,694
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	568,970			0.37	%	$	523	$	531,141			0.35	%	$	469
Savings		917,385			0.51	%		1,171		966,838			0.46	%		1,107
Time		375,554			1.31	%		1,230		219,828			0.99	%		545
Total interest-bearing deposits		1,861,909			0.63	%		2,924		1,717,807			0.49	%		2,121
Short-term borrowings		74,112			1.68	%		311		172,556			0.84	%		361
Long-term borrowings		240,601			1.96	%		1,177		94,621			1.89	%		448
Subordinated debentures		70,620			4.96	%		875		70,620			5.51	%		972
Total interest-bearing liabilities		2,247,242			0.94	%	$	5,287		2,055,604			0.76	%	$	3,902
Demand—non interest-bearing		311,595								280,239
Other liabilities		28,062								28,309
Total liabilities		2,586,899								2,364,152
Shareholders’ equity		244,436								227,542
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,831,335							$	2,591,694
Interest income/Earning assets					4.53	%	$	29,758					4.32	%	$	25,884
Interest expense/Interest-bearing liabilities					0.94	%		5,287					0.76	%		3,902
Net interest spread					3.59	%	$	24,471					3.56	%	$	21,982
Interest income/Earning assets					4.53	%		29,758					4.32	%		25,884
Interest expense/Earning assets					0.80	%		5,287					0.65	%		3,902
Net interest margin					3.72	%	$	24,471					3.67	%	$	21,982

(1) Includes unamortized discounts and premiums. Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.

(2) Average yields are stated on a fully taxable equivalent basis.

(3) Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.

31

RESULTS OF OPERATIONS

Three Months Ended March 31, 2018 and 2017

OVERVIEW OF THE INCOME STATEMENT

The Corporation had net income of $7.1 million in the first quarter of 2018 and $6.5 million in the first quarter of 2017. The earnings per diluted share were $0.46 in the first quarter of 2018 and $0.43 in the first quarter of 2017. The annualized return on assets and return on equity for the first quarter of 2018 are 1.00% and 11.61% compared to 1.00% and 11.39% for the first quarter of 2017.

INTEREST INCOME AND EXPENSE

Net interest margin on a fully tax equivalent basis was 3.72% and 3.67% for the quarters ended March 31, 2018 and 2017, respectively. The yield on earning assets increased 21 basis points to 4.53% for the quarter ended March 31, 2018 from 4.32% for the quarter ended March 31, 2017. The cost of interest-bearing liabilities increased 18 basis points to 0.94% for the quarter ended March 31, 2018 from 0.76% for the quarter ended March 31, 2017.

Total interest and dividend income increased by 17.1% to $29.4 million for the quarter ended March 31, 2018 from $25.1 million for the quarter ended March 31, 2017. Net interest income increased by 13.7% to $24.1 million for the quarter ended March 31, 2018 from $21.2 million for the quarter ended March 31, 2017.

PROVISION FOR LOAN LOSSES

During the quarter ended March 31, 2018, the Corporation recorded a provision for loan losses of $1.6 million, as compared to a provision for loan losses of $1.0 million for the quarter ended March 31, 2017. Net chargeoffs in the first quarter of 2018 were $568 thousand, compared to net chargeoffs of $800 thousand in the first quarter of 2017. CNB Bank net chargeoffs totaled $45 thousand and $111 thousand during the quarters ended March 31, 2018 and 2017, or 0.01% and 0.02%, respectively, of average CNB Bank loans. Holiday Financial Services Corporation is the Corporation’s consumer discount company and recorded net chargeoffs totaling $523 thousand and $689 thousand during the quarters ended March 31, 2018 and 2017, respectively.

Management believes the provision for loan losses was appropriate and the allowance for loan losses is adequate to absorb probable incurred losses in our portfolio as of March 31, 2018.

NON-INTEREST INCOME

Net realized gains on available-for-sale securities were $0 during the quarter ended March 31, 2018, compared to $1.4 million during the quarter ended March 31, 2017. Net realized and unrealized gains on trading securities were $14 thousand during the quarter ended March 31, 2018, compared to $188 thousand during the quarter ended March 31, 2017. Excluding the effects of securities transactions, non-interest income was $4.7 million for the quarter ended March 31, 2018, compared to $4.2 million for the quarter ended March 31, 2017.

As a result of the Corporation’s continued focus on growing its Private Client Solutions division, wealth and asset management revenues were $1.0 million during the quarter ended March 31, 2018, an increase of 18.3% from $871 thousand during the quarter ended March 31, 2017. In addition, as a result of its organic deposit growth, the Corporation experienced an increase in service charges in deposit accounts of $157 thousand, or 14.4%, in the first quarter of 2018 compared to the first quarter of 2017.

32

NON-INTEREST EXPENSES

Total non-interest expenses were $19.0 million and $17.0 million during the quarters ended March 31, 2018 and 2017, respectively. Salaries and benefits expense increased $530 thousand, or 5.9%, during the quarter ended March 31, 2018 compared to the quarter ended March 31, 2017. As of March 31, 2018, the Corporation had 526 full-time equivalent staff, compared to 487 full-time equivalent staff as of March 31, 2017, an increase of 8.0%. The remainder of the increase in non-interest expenses is primarily a result of the Corporation’s continued growth and the servicing of a larger customer base, along with expenses totaling $698 thousand resulting from stock-based compensation having immediate vesting, the change in value of deferred compensation accounts, and a sales tax assessment.

The ratio of non-interest expenses to average assets was 2.66% and 2.63% during the quarters ended March 31, 2018 and 2017, respectively.

INCOME TAX EXPENSE

As a result of the enactment of the Tax Cuts and Jobs Act in the fourth quarter of 2017, income tax expense decreased $1.3 million, or 54.0%, during the quarter ended March 31, 2018 compared to the quarter ended March 31, 2017. The Corporation’s effective tax rate was 13.7% in the first quarter of 2018 compared to 27.4% in the first quarter of 2017.

The effective rates for the periods differed from the federal statutory rate of 21.0% at March 31, 2018 and 35.0% at March 31, 2017 principally as a result of tax exempt income from securities and loans as well as earnings from bank owned life insurance.

CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for loan losses and fair value of securities are deemed critical since they involve the use of estimates and require significant management judgments. In addition, the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1 (Summary of Significant Accounting Policies), Note 2 (Business Combination and Branch Sale), Note 4 (Securities), and Note 5 (Loans) of the Corporation’s 2017 Form 10-K, provide detail with regard to the Corporation’s accounting for the allowance for loan losses, the fair value of securities, business combinations and loans. There have been no significant changes in the application of accounting policies since December 31, 2017.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a financial institution, the Corporation’s primary source of market risk is interest rate risk, which is the exposure to fluctuations in the Corporation’s future earnings resulting from changes in interest rates. This exposure is correlated to the repricing characteristics of the Corporation’s portfolio of assets and liabilities. Each asset or liability reprices either at maturity or during the life of the instrument.

The principal purpose of asset/liability management is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Net interest income is enhanced by increasing the net interest margin and by the growth in earning assets. As a result, the primary goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level.

The Corporation uses an asset-liability management model to measure the effect of interest rate changes on its net interest income. The Corporation’s management also reviews asset-liability maturity gap and repricing analyses regularly. The

33

Corporation does not always attempt to achieve a precise match between interest sensitive assets and liabilities because it believes that an actively managed amount of interest rate risk is inherent and appropriate in the management of the Corporation’s profitability.

Asset-liability modeling techniques and simulation involve assumptions and estimates that inherently cannot be measured with precision. Key assumptions in these analyses include maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude, and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Management reviews interest rate risk on a quarterly basis and reports to the ALCO. This review includes earnings shock scenarios whereby interest rates are immediately increased and decreased by 100, 300, and 400 basis points. These scenarios, detailed in the table below, indicate that there would not be a significant variance in net interest income over a one-year period due to interest rate changes; however, actual results could vary significantly. Based on the most recent data available as of December 31, 2017, all interest rate risk levels according to the model were within the tolerance limits of ALCO approved policy. In addition, the table does not take into consideration changes that management would make to realign its assets and liabilities in the event of an unexpected change in the interest rate environment. Due to the current interest rate environment, the -300 and -400 scenarios have been excluded from the table.

December 31, 2017
Change in Basis Points	% Change in Net Interest Income
400	6.4%
300	5.1%
100	1.9%
(100)	(2.4%)

ITEM 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) (“Exchange Act”). Based on their evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. There were no changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

34

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS – None

ITEM 1A. RISK FACTORS – There have been no material changes to the risk factors disclosed in Part I, Item IA of the 2017 Form 10-K.

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information with respect to any purchase of shares of the Corporation’s common stock made by or on behalf of the Corporation for the three months ended March 31, 2018.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1 – 31, 2018		4,268	$	26.55		4,268		376,361
February 1 – 28, 2018		6,501		26.55		6,501		369,860
March 1 – 31, 2018		—		—		—		369,860

(1) The Corporation’s stock repurchase program, which was announced on November 12, 2014, authorizes the repurchase of up to 500,000 shares of common stock. The program will remain in effect until fully utilized or until modified, suspended or terminated. As of March 31, 2018, there were 369,860 shares remaining in the program.

ITEM 6. EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of the Corporation, filed as Appendix B to the 2006 Proxy Statement, filed with the SEC on March 24, 2006, and incorporated herein by reference.
3.2	By-Laws of the Corporation, as amended and restated, filed with the SEC as Exhibit 3.1 to the Corporation’s current report on Form 8-K filed April 24, 2017, and incorporated herein by reference.
31.1	Rule 13a – 14(a)/15d – 14(a) Certification of the Principal Executive Officer
31.2	Rule 13a – 14(a)/15d – 14(a) Certification of the Principal Financial Officer
32.1	Section 1350 Certification
32.2	Section 1350 Certification
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

35

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.

	CNB FINANCIAL CORPORATION
	(Registrant)
DATE: May 3, 2018	/s/ Joseph B. Bower, Jr.
	Joseph B. Bower, Jr.
	President and Director
	(Principal Executive Officer)
DATE: May 3, 2018	/s/ Brian W. Wingard
	Brian W. Wingard
	Treasurer
	(Principal Financial Officer)

36

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Joseph B. Bower, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of CNB Financial Corporation.

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 Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 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 our 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:

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.

Date: May 3, 2018

/s/ Joseph B. Bower, Jr.

Joseph B. Bower, Jr.

President

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Brian W. Wingard, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CNB Financial Corporation.

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 Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 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 our 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:

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.

Date: May 3, 2018

/s/ Brian W. Wingard

Brian W. Wingard

Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATE

As required by 18 U.S.C. 1350, the undersigned certifies that this Report on Form 10-Q 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 the Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/ Joseph B. Bower, Jr.

Joseph B. Bower, Jr.

President and Director

(Principal Executive Officer)

Dated: May 3, 2018

EX-32.2

Exhibit 32.2

CERTIFICATE

As required by 18 U.S.C. 1350, the undersigned certifies that this Report on Form 10-Q 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 the Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/ Brian W. Wingard

Brian W. Wingard

Treasurer

(Principal Financial Officer)

Dated: May 3, 2018

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 01, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	CCNE
Entity Registrant Name	CNB FINANCIAL CORP/PA
Entity Central Index Key	0000736772
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		15,285,639

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
ASSETS
Cash and due from banks	$ 26,306	$ 33,146
Interest bearing deposits with other banks	2,298	2,199
Total cash and cash equivalents	28,604	35,345
Securities available for sale	418,299	409,709
Trading securities	7,256	7,150
Loans held for sale	1,460	852
Loans	2,279,753	2,149,848
Less: unearned discount	(3,629)	(3,889)
Less: allowance for loan losses	(20,756)	(19,693)
Net loans	2,255,368	2,126,266
FHLB, other equity, and restricted equity interests	26,564	21,517
Premises and equipment, net	50,174	50,715
Bank owned life insurance	55,435	55,035
Mortgage servicing rights	1,390	1,387
Goodwill	38,730	38,730
Core deposit intangible	1,377	1,625
Accrued interest receivable and other assets	24,226	20,442
Total Assets	2,908,883	2,768,773
LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits	311,052	321,858
Interest bearing deposits	1,899,003	1,845,957
Total deposits	2,210,055	2,167,815
Short-term borrowings	91,009	34,416
FHLB and other long term borrowings	265,389	222,943
Subordinated debentures	70,620	70,620
Accrued interest payable and other liabilities	26,999	29,069
Total liabilities	2,664,072	2,524,863
Common stock, $0 par value; authorized 50,000,000 shares; issued 15,308,378 shares at March 31, 2018 and December 31, 2017	0	0
Additional paid in capital	96,786	97,042
Retained earnings	152,872	148,298
Treasury stock, at cost (22,739 shares at March 31, 2018 and 43,638 shares at December 31, 2017)	(602)	(1,087)
Accumulated other comprehensive loss	(4,245)	(343)
Total shareholders' equity	244,811	243,910
Total Liabilities and Shareholders' Equity	$ 2,908,883	$ 2,768,773

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	15,308,378	15,308,378
Treasury stock, shares	22,739	43,638

XML

Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
INTEREST AND DIVIDEND INCOME:
Loans including fees	$ 26,457	$ 21,970
Securities:
Taxable	1,984	2,191
Tax-exempt	694	800
Dividends	252	143
Total interest and dividend income	29,387	25,104
INTEREST EXPENSE:
Deposits	2,924	2,121
Borrowed funds	1,488	809
Subordinated debentures (includes $58 and $76 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements in 2018 and 2017, respectively)	875	972
Total interest expense	5,287	3,902
NET INTEREST INCOME	24,100	21,202
Provision (benefit) for loan losses	1,631	1,016
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	22,469	20,186
NON-INTEREST INCOME:
Service charges on deposit accounts	1,247	1,090
Other service charges and fees	618	529
Wealth and asset management fees	1,030	871
Net realized gains on available-for-sale securities (includes $0 and $1,383 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities in 2018 and 2017, respectively)	0	1,383
Net realized and unrealized gains on trading securities	14	188
Mortgage banking	208	184
Bank owned life insurance	400	352
Card processing and interchange income	971	878
Other	263	298
Total non-interest income	4,751	5,773
NON-INTEREST EXPENSES:
Salaries and benefits	9,535	9,005
Net occupancy expense	2,496	2,540
Amortization of core deposit intangible	248	331
Data processing	1,074	961
State and local taxes	853	739
Legal, professional, and examination fees	508	549
Advertising	597	413
FDIC insurance premiums	298	204
Card processing and interchange expenses	734	422
Other	2,656	1,870
Total non-interest expenses	18,999	17,034
INCOME BEFORE INCOME TAXES	8,221	8,925
INCOME TAX EXPENSE (includes $12 and $457 income tax expense from reclassification items in 2018 and 2017, respectively)	1,124	2,445
NET INCOME	$ 7,097	$ 6,480
EARNINGS PER SHARE:
Basic	$ 0.46	$ 0.43
Diluted	0.46	0.43
DIVIDENDS PER SHARE:
Cash dividends per share	$ 0.165	$ 0.165

XML

Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements	$ 58	$ 76
Accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities	0	1,383
Income tax expense from reclassification	$ 12	$ 457

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 7,097	$ 6,480
Net change in fair value of interest rate swap agreements designated as cash flow hedges:
Unrealized gain on interest rate swaps, net of tax of ($4) and ($3), respectively	16	6
Reclassification adjustment for losses recognized in earnings, net of tax of ($12) and ($27), respectively	46	49
Net change in fair value of interest rate swap agreements designated as cash flow hedges	62	55
Unrealized gains on other-than-temporarily impaired securities available for sale:
Unrealized gains arising during the period, net of tax of $0 and ($47), respectively	0	87
Reclassification adjustment for realized gains included in net income, net of tax of $0 and $484, respectively	0	(899)
Unrealized gains on other-than-temporarily impaired securities available for sale net of reclassification adjustment for realized gains (losses) included in net income	0	(812)
Unrealized gains on other securities available for sale:
Unrealized (losses) gains arising during the period, net of tax of $1,053 and ($456), respectively	(3,964)	850
Other comprehensive income (loss)	(3,902)	93
COMPREHENSIVE INCOME	$ 3,195	$ 6,573

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Unrealized gain (loss) on interest rate swaps, tax	$ (4)	$ (3)
Reclassification adjustment for losses recognized in earnings, tax	(12)	(27)
Unrealized gains (losses) on other-than-temporarily impaired securities available for sale arising during the period, tax	0	(47)
Reclassification adjustment for realized gains included in net income, tax	0	484
Unrealized (losses) gains on other securities available for sale arising during the period, tax	$ 1,053	$ (456)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 7,097	$ 6,480
Adjustments to reconcile net income to net cash provided by operations:
Provision (benefit) for loan losses	1,631	1,016
Depreciation and amortization of premises and equipment, core deposit intangible, and mortgage servicing rights	1,236	1,333
Amortization and accretion of securities premiums and discounts, deferred loan fees and costs, net yield and credit mark on acquired loans, and unearned income	(427)	53
Net realized gains on sales of available-for-sale securities	0	(1,383)
Net realized and unrealized gains on trading securities	(14)	(188)
Proceeds from sale of trading securities	0	402
Purchase of trading securities	(92)	(904)
Gain on sale of loans	(105)	(81)
Net gains on dispositions of premises and equipment and foreclosed assets	(4)	(81)
Proceeds from sale of loans	4,270	3,197
Origination of loans held for sale	(4,824)	(4,376)
Income on bank owned life insurance	(400)	(352)
Stock-based compensation expense	674	189
Changes in:
Accrued interest receivable and other assets	(4,134)	(1,108)
Accrued interest payable and other liabilities	(766)	(3,971)
NET CASH PROVIDED BY OPERATING ACTIVITIES	4,142	226
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, prepayments and calls of available-for-sale securities	7,780	21,546
Proceeds from sales of available-for-sale securities	0	2,183
Purchase of available-for-sale securities	(21,634)	(2,268)
Loan origination and payments, net	(130,059)	(35,616)
Purchase of FHLB, other equity, and restricted equity interests	(5,047)	(999)
Purchase of premises and equipment	(397)	(1,877)
Proceeds from the sale of premises and equipment and foreclosed assets	166	236
NET CASH USED IN BY INVESTING ACTIVITIES	(149,191)	(16,795)
Net change in:
Checking, money market and savings accounts	30,391	24,999
Certificates of deposit	11,849	(17,042)
Deposits held for sale	0	57
Purchase of treasury stock	(448)	(1,103)
Cash dividends paid	(2,523)	(2,525)
Proceeds from stock offering, net of issuance costs	0	19,294
Repayment of long-term borrowings	(7,554)	(17,461)
Proceeds from long-term borrowings	50,000	0
Net change in short-term borrowings	56,593	9,536
NET CASH PROVIDED BY FINANCING ACTIVITIES	138,308	15,755
NET DECREASE IN CASH AND CASH EQUIVALENTS	(6,741)	(814)
CASH AND CASH EQUIVALENTS, Beginning	35,345	29,183
CASH AND CASH EQUIVALENTS, Ending	28,604	28,369
Cash paid during the period for:
Interest	5,203	3,890
Income taxes	0	0
SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers to other real estate owned	0	51
Grant of restricted stock awards from treasury stock	$ 933	$ 943

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the SEC and in compliance with accounting principles generally accepted in the United States of America (“GAAP”). Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management of the registrant, the accompanying consolidated financial statements as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the periods presented. The financial performance reported for CNB Financial Corporation (the “Corporation”) for the three month period ended March 31, 2018 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the period ended December 31, 2017 (the “2017 Form 10-K”). All dollar amounts are stated in thousands, except share and per share data and other amounts as indicated. Certain prior period amounts have been reclassified to conform to the current period presentation.

XML

Stock Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation

2. STOCK COMPENSATION

The Corporation has a stock incentive plan for key employees and independent directors. The stock incentive plan, which is administered by a committee of the Board of Directors, provides for aggregate grants of up to 500,000 shares of common stock in the form of nonqualified options or restricted stock. For key employees, the plan vesting is either one-third or one-fourth of the granted options or restricted stock per year, beginning one year after the grant date, with 100% vesting on the third or fourth anniversary of the grant date, respectively. Prior to 2018, for independent directors, the vesting schedule is one-third of the granted options or restricted stock per year beginning one year after the grant date, with 100% vested on the third anniversary of the grant date. Beginning in 2018, stock compensation received by independent directors vests immediately. At March 31, 2018, there was no unrecognized compensation cost related to nonvested stock options granted under this plan and no stock options were granted during the three month periods ended March 31, 2018 and 2017.

In addition to the time-based restricted stock disclosed above, the Corporation’s Board of Directors grants performance-based restricted stock awards (“PBRSAs”) to key employees. The number of PBRSAs will depend on certain performance conditions and are also subject to service-based vesting. In 2018, awards with a maximum of 15,702 shares in aggregate were granted to key employees. In 2017, an award with a maximum of 10,000 shares was granted to a key employee.

Compensation expense for the restricted stock awards is recognized over the requisite service period noted above based on the fair value of the shares at the date of grant. Nonvested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from these restricted stock awards was $674 and $189 for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, there was $1,584 of total unrecognized compensation cost related to unvested restricted stock awards.

A summary of changes in time-based nonvested restricted stock awards for the three months ended March 31, 2018 follows:

				Per Share Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of period		94,472		$	20.79
Granted		22,108			26.92
Vested		(40,105	)		19.69
Nonvested at end of period		76,475		$	23.07

The above table excludes 15,600 shares that were granted and immediately vested. Compensation expense resulting from the immediately vested shares was $385 for the three months ended March 31, 2018, and is included in the previously disclosed $674 above.

The fair value of shares vested was $1,462 and $917 during the three months ended March 31, 2018 and 2017, respectively.

XML

Fair Value

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value

3. FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has also been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals prepared by third-parties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised values based on the length of time that has passed since the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018 and December 31, 2017:

				Fair Value Measurements at March 31, 2018 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	111,921		$	0	$	111,921		$	0
States and political subdivisions		133,466			0		133,466			0
Residential and multi-family mortgage		120,630			0		120,630			0
Corporate notes and bonds		17,194			0		17,194			0
Pooled SBA		34,145			0		34,145			0
Other		943			943		0			0
Total Securities Available For Sale	$	418,299		$	943	$	417,356		$	0
Interest Rate swaps	$	146		$	0	$	146		$	0
Trading Securities:
Corporate equity securities	$	5,172		$	5,172	$	0		$	0
Mutual funds		1,612			1,612		0			0
Certificates of deposit		170			170		0			0
Corporate notes and bonds		250			250		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,256		$	7,204	$	52		$	0
Liabilities,
Interest rate swaps	$	(229	)	$	0	$	(229	)	$	0
				Fair Value Measurements at December 31, 2017 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	108,148		$	0	$	108,148		$	0
States and political subdivisions		137,723			0		137,723			0
Residential and multi-family mortgage		109,636			0		109,636			0
Corporate notes and bonds		17,200			0		17,200			0
Pooled SBA		36,040			0		36,040			0
Other		962			962		0			0
Total Securities Available For Sale	$	409,709		$	962	$	408,747		$	0
Interest Rate swaps	$	149		$	0	$	149		$	0
Trading Securities:
Corporate equity securities	$	5,125		$	5,125	$	0		$	0
Mutual funds		1,499			1,499		0			0
Certificates of deposit		220			220		0			0
Corporate notes and bonds		254			254		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,150		$	7,098	$	52		$	0
Liabilities,
Interest rate swaps	$	(310	)	$	0	$	(310	)	$	0

The table below presents a reconciliation of the fair value of securities available for sale measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2018 and 2017:

	2018		2017
Balance, January 1	$	0	$	2,049
Total gains:
Included in other comprehensive income (unrealized)		0		134
Sale of available-for-sale securities		0		(2,183	)
Balance, March 31	$	0	$	0

Assets and liabilities measured at fair value on a non-recurring basis are as follows at March 31, 2018 and December 31, 2017:

			Fair Value Measurements at March 31, 2018 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	60		0		0	$	60
			Fair Value Measurements at December 31, 2017 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	11		0		0	$	11

Impaired loans, measured for impairment using the fair value of collateral for collateral dependent loans, had a recorded investment of $959 with a valuation allowance of $899 as of March 31, 2018, resulting in a provision for loan losses of $264 for the corresponding three month period. Impaired loans had a recorded investment of $646 with a valuation allowance of $635 as of December 31, 2017. Impaired loans carried at fair value resulted in a negative provision for loan losses of $(103) for the three months ended March 31, 2017.

The estimated fair values of impaired collateral dependent loans such as commercial or residential mortgages are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained in respect of unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2018:

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	60	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2017:

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	11	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments at March 31, 2018:

	Carrying			Fair Value Measurement Using:								Total
	Amount			Level 1			Level 2			Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	28,604		$	28,604		$	0		$	0	$	28,604
Securities available for sale		418,299			943			417,356			0		418,299
Trading securities		7,256			7,204			52			0		7,256
Loans held for sale		1,460			0			1,460			0		1,460
Net loans		2,255,368			0			0			2,226,877		2,226,877
FHLB and other restricted interests		21,377			n/a			n/a			n/a		n/a
Other equity interests		5,187											5,187
Interest rate swaps		146			0			146			0		146
Accrued interest receivable		9,853			7			3,117			6,729		9,853
LIABILITIES
Deposits	$	(2,210,055	)	$	(1,833,235	)	$	(378,985	)	$	0	$	(2,212,220	)
FHLB and other borrowings		(356,398	)		0			(351,547	)		0		(351,547	)
Subordinated debentures		(70,620	)		0			(69,767	)		0		(69,767	)
Interest rate swaps		(229	)		0			(229	)		0		(229	)
Accrued interest payable		(638	)		0			(638	)		0		(638	)

The following table presents the carrying amount and fair value of financial instruments at December 31, 2017:

	Carrying			Fair Value Measurement Using:									Total
	Amount			Level 1			Level 2			Level 3			Fair Value
ASSETS
Cash and cash equivalents	$	35,345		$	35,345		$	0		$	0		$	35,345
Securities available for sale		409,709			962			408,747			0			409,709
Trading securities		7,150			7,098			52			0			7,150
Loans held for sale		852			0			853			0			853
Net loans		2,126,266			0			0			2,126,824			2,126,824
FHLB and other restricted interests		17,035			n/a			n/a			n/a			n/a
Other equity interests		4,482												4,482
Interest rate swaps		149			0			149			0			149
Accrued interest receivable		9,254			6			2,651			6,597			9,254
LIABILITIES
Deposits	$	(2,167,815	)	$	(1,802,844	)	$	(362,756	)	$	0		$	(2,165,600	)
FHLB and other borrowings		(257,359	)		0			(257,361	)		0			(257,361	)
Subordinated debentures		(70,620	)		0			(63,575	)		0			(63,575	)
Interest rate swaps		(310	)		0			(310	)		0			(310	)
Accrued interest payable		(554	)		0			(554	)		(0	)		(554	)

The methods and assumptions, not otherwise presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1.

Interest bearing time deposits with other banks: The fair value of interest bearing time deposits with other banks is estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities, resulting in a Level 2 classification.

Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

Loans: As of March 31, 2018, fair values for loans are estimated by a third party firm using the income approach. This approach uses valuation techniques to convert future earnings or cash flows to present value to arrive at a value that is indicated by market expectation about future cash flow. The methods utilized to estimate the fair value of loans represent an exit price. At December 31, 2017, the estimated fair value for loans were estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

FHLB and other restricted equity interests: It is not practical to determine the fair value of Federal Home Loan Bank stock and other restricted interests due to restrictions placed on the transferability of these instruments.

Other equity interests: The fair value is based on the net asset values provided by underlying investment partnership. ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments measured using the net asset value per share practical expedient and related disclosures.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates fair value resulting in a classification that is consistent with the asset with which it is associated.

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amount), resulting in a Level 1 classification. Fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

FHLB and other borrowings: The fair values of the Corporation’s FHLB and other borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

Subordinated debentures: The fair value of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of arrangements, resulting in a Level 2 classification.

Accrued interest payable: The carrying amount of accrued interest payable approximates fair value resulting in a classification that is consistent with the liability with which it is associated.

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the disclosures. Also, non-financial assets such as, among other things, the estimated earnings power of core deposits, the earnings potential of trust accounts, the trained workforce, and customer goodwill, which typically are not recognized on the balance sheet, may have value but are not included in the fair value disclosures.

XML

Securities

3 Months Ended

Mar. 31, 2018

Cash and Cash Equivalents [Abstract]

Securities

4. SECURITIES

Securities available for sale at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018									December 31, 2017
	Amortized		Unrealized					Fair		Amortized		Unrealized					Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
U.S. Gov’t sponsored entities	$	113,341	$	334	$	(1,754	)	$	111,921	$	108,578	$	478	$	(908	)	$	108,148
State & political subdivisions		131,608		2,616		(758	)		133,466		134,428		3,609		(314	)		137,723
Residential & multi-family mortgage		123,995		104		(3,469	)		120,630		111,214		304		(1,882	)		109,636
Corporate notes & bonds		17,608		45		(459	)		17,194		17,610		52		(462	)		17,200
Pooled SBA		35,145		113		(1,113	)		34,145		36,260		355		(575	)		36,040
Other		1,020		0		(77	)		943		1,020		0		(58	)		962
Total	$	422,717	$	3,212	$	(7,630	)	$	418,299	$	409,110	$	4,798	$	(4,199	)	$	409,709

At March 31, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government sponsored entities, in an amount greater than 10% of shareholders’ equity. The Corporation’s residential and multi-family mortgage securities are issued by government sponsored entities.

Trading securities at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018		December 31, 2017
Corporate equity securities	$	5,172	$	5,125
Mutual funds		1,612		1,499
Certificates of deposit		170		220
Corporate notes and bonds		250		254
U.S. Government sponsored entities		52		52
Total	$	7,256	$	7,150

Securities with unrealized losses at March 31, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

March 31, 2018

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	63,833	$	(1,262	)	$	34,590	$	(492	)	$	98,423	$	(1,754	)
State & political subdivisions		61,022		(456	)		4,045		(302	)		65,067		(758	)
Residential & multi-family mortgage		50,017		(913	)		59,984		(2,556	)		110,001		(3,469	)
Corporate notes & bonds		5,225		(38	)		9,077		(421	)		14,302		(459	)
Pooled SBA		7,513		(67	)		21,272		(1,046	)		28,785		(1,113	)
Other		0		(0	)		943		(77	)		943		(77	)
	$	187,610	$	(2,736	)	$	129,911	$	(4,894	)	$	317,521	$	(7,630	)

December 31, 2017

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	55,696	$	(540	)	$	34,754	$	(368	)	$	90,450	$	(908	)
State & political subdivisions		15,890		(69	)		4,104		(245	)		19,994		(314	)
Residential and multi-family mortgage		30,144		(153	)		63,699		(1,729	)		93,843		(1,882	)
Corporate notes & bonds		5,005		(9	)		9,042		(453	)		14,047		(462	)
Pooled SBA		0		(0	)		22,270		(575	)		22,270		(575	)
Other		0		(0	)		962		(58	)		962		(58	)
	$	106,735	$	(771	)	$	134,831	$	(3,428	)	$	241,566	$	(4,199	)

The Corporation evaluates securities for other-than-temporary impairment on a quarterly basis, or more frequently when economic or market conditions warrant such an evaluation.

A roll-forward of the other-than-temporary impairment amount related to credit losses for the three months ended March 31, 2018 and 2017 is as follows:

	2018		2017
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, beginning of period	$	0	$	2,071
Credit losses previously recognized on securities sold during the period		0		(2,071	)
Additional credit loss for which other-than-temporary impairment was not previously recognized		0		0
Additional credit loss for which other-than-temporary impairment was previously recognized		0		0
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, end of period	$	0	$	0

For the securities that comprise corporate notes and bonds and the securities that are issued by state and political subdivisions, management monitors publicly available financial information, such as filings with the Securities and Exchange Commission, in order to evaluate the securities for other-than-temporary impairment. For financial institution issuers, management monitors information from quarterly “call” report filings that are used to generate Uniform Bank Performance Reports. All other securities that were in an unrealized loss position at the balance sheet date were reviewed by management, and issuer-specific documents were reviewed as appropriate given the following considerations. When reviewing securities for other-than-temporary impairment, management considers the financial condition and near-term prospects of the issuer and whether downgrades by bond rating agencies have occurred. Management also considers the length of time and extent to which fair value has been less than cost, and whether management does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.

As of March 31, 2018 and December 31, 2017, management concluded that the securities described in the previous paragraph were not other-than-temporarily impaired for the following reasons:

• There is no indication of any significant deterioration of the creditworthiness of the institutions that issued the securities.

• All contractual interest payments on the securities have been received as scheduled, and no information has come to management’s attention through the processes previously described which would lead to a conclusion that future contractual payments will not be timely received.

The Corporation does not intend to sell and it is not more likely than not that it will be required to sell the securities in an unrealized loss position before recovery of its amortized cost basis.

On March 31, 2018 and December 31, 2017, securities carried at $274,883 and $319,575, respectively, were pledged to secure public deposits and for other purposes as provided by law.

Information pertaining to security sales on available for sale securities is as follows:

	Proceeds		Gross Gains		Gross Losses
Three months ended March 31, 2018	$	0	$	0	$	0
Three months ended March 31, 2017	$	2,183	$	1,383	$	0

The tax provision related to these net realized gains was $0 and $484, respectively.

The following is a schedule of the contractual maturity of securities available for sale, excluding equity securities, at March 31, 2018:

	Amortized		Fair
	Cost		Value
1 year or less	$	58,820	$	58,626
1 year – 5 years		154,027		154,001
5 years – 10 years		43,991		44,236
After 10 years		5,719		5,718
		262,557		262,581
Residential and multi-family mortgage		123,995		120,630
Pooled SBA		35,145		34,145
Total debt securities	$	421,697	$	417,356

Mortgage and asset backed securities and pooled SBA securities are not due at a single date; periodic payments are received based on the payment patterns of the underlying collateral.

XML

Loans

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Loans

5. LOANS

Total net loans at March 31, 2018 and December 31, 2017 are summarized as follows:

	March 31, 2018			December 31, 2017
Commercial, industrial, and agricultural	$	773,473		$	749,138
Commercial mortgages		694,517			600,065
Residential real estate		725,683			713,347
Consumer		77,981			80,193
Credit cards		6,965			6,753
Overdrafts		1,134			352
Less: unearned discount		(3,629	)		(3,889	)
allowance for loan losses		(20,756	)		(19,693	)
Loans, net	$	2,255,368		$	2,126,266

At March 31, 2018 and December 31, 2017, net unamortized loan fees of $3,211 and $2,574, respectively, have been included in the carrying value of loans.

The Corporation’s outstanding loans and related unfunded commitments are primarily concentrated within Central and Western Pennsylvania, Central and Northeastern Ohio, and Western New York. The Bank attempts to limit concentrations within specific industries by utilizing dollar limitations to single industries or customers, and by entering into participation agreements with third parties. Collateral requirements are established based on management’s assessment of the customer. The Corporation maintains lending policies to control the quality of the loan portfolio. These policies delegate the authority to extend loans under specific guidelines and underwriting standards. These policies are prepared by the Corporation’s management and reviewed and ratified annually by the Corporation’s Board of Directors.

Pursuant to the Corporation’s lending policies, management considers a variety of factors when determining whether to extend credit to a customer, including loan-to-value ratios, FICO scores, quality of the borrower’s financial statements, and the ability to obtain personal guarantees.

Commercial, industrial, and agricultural loans comprised 34% and 35% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. Commercial mortgage loans comprised 31% and 28% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. Management assigns a risk rating to all commercial loans at loan origination. The loan-to-value policy guidelines for commercial, industrial, and agricultural loans are generally a maximum of 80% of the value of business equipment, a maximum of 75% of the value of accounts receivable, and a maximum of 60% of the value of business inventory at loan origination. The loan-to-value policy guideline for commercial mortgage loans is generally a maximum of 85% of the appraised value of the real estate.

Residential real estate loans comprised 32% and 33% of the Corporation’s total loan portfolio at March 31, 2018 and December 31, 2017, respectively. The loan-to-value policy guidelines for residential real estate loans vary depending on the collateral position and the specific type of loan. Higher loan-to-value terms may be approved with the appropriate private mortgage insurance coverage. The Corporation also originates and prices loans for sale into the secondary market. Loans so originated are classified as loans held for sale and are excluded from residential real estate loans reported above. The rationale for these sales is to mitigate interest rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio and to generate fee revenue from sales and servicing the loan. The Corporation also offers a variety of unsecured and secured consumer loan and credit card products which represent less than 10% of the total loan portfolio at both March 31, 2018 and December 31, 2017. Terms and collateral requirements vary depending on the size and nature of the loan.

Transactions in the allowance for loan losses for the three months ended March 31, 2018 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real					Credit
	Agricultural			Mortgages		Estate		Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2018	$	6,160		$	9,007	$	2,033	$	2,179		$	120		$	194		$	19,693
Charge-offs		(31	)		0		0		(590	)		(19	)		(86	)		(726	)
Recoveries		68			0		3		49			7			31			158
Provision for loan losses		85			1,013		16		427			15			75			1,631
Allowance for loan losses, March 31, 2018	$	6,282		$	10,020	$	2,052	$	2,065		$	123		$	214		$	20,756

Transactions in the allowance for loan losses for the three months ended March 31, 2017 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real						Credit
	Agricultural			Mortgages		Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2017	$	5,428		$	6,753	$	1,653		$	2,215		$	93		$	188		$	16,330
Charge-offs		(1	)		0		(68	)		(735	)		(58	)		(69	)		(931	)
Recoveries		12			2		71			2			11			33			131
Provision (benefit) for loan losses		(654	)		602		366			607			59			36			1,016
Allowance for loan losses, March 31, 2017	$	4,785		$	7,357	$	2,022		$	2,089		$	105		$	188		$	16,546

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and is based on the Corporation’s impairment method as of March 31, 2018 and December 31, 2017. The recorded investment in loans excludes accrued interest and unearned discounts due to their insignificance.

March 31, 2018

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	20	$	2	$	0	$	0	$	0	$	0	$	22
Collectively evaluated for impairment		5,984		3,850		2,052		2,065		123		214		14,288
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		278		6,168		0		0		0		0		6,446
Total ending allowance balance	$	6,282	$	10,020	$	2,052	$	2,065	$	123	$	214	$	20,756
Loans:
Individually evaluated for impairment	$	1,418	$	1,892	$	0	$	0	$	0	$	0	$	3,310
Collectively evaluated for impairment		766,905		679,271		725,683		77,981		6,965		1,134		2,257,939
Acquired with deteriorated credit quality		0		1,144		0		0		0		0		1,144
Modified in a troubled debt restructuring		5,150		12,210		0		0		0		0		17,360
Total ending loans balance	$	773,473	$	694,517	$	725,683	$	77,981	$	6,965	$	1,134	$	2,279,753

December 31, 2017

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	47	$	0	$	0	$	0	$	0	$	0	$	47
Collectively evaluated for impairment		5,868		3,563		2,033		2,179		120		194		13,957
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		245		5,444		0		0		0		0		5,689
Total ending allowance balance	$	6,160	$	9,007	$	2,033	$	2,179	$	120	$	194	$	19,693

Loans:
Individually evaluated for impairment	$	1,187	$	51	$	0	$	0	$	0	$	0	$	1,238
Collectively evaluated for impairment		742,738		586,845		713,347		80,193		6,753		352		2,130,228
Acquired with deteriorated credit quality		0		1,079		0		0		0		0		1,079
Modified in a troubled debt restructuring		5,213		12,090		0		0		0		0		17,303
Total ending loans balance	$	749,138	$	600,065	$	713,347	$	80,193	$	6,753	$	352	$	2,149,848

The following tables present information related to loans individually evaluated for impairment, including loans modified in troubled debt restructurings, by portfolio segment as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

March 31, 2018

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,861	$	1,852	$	298
Commercial mortgage		9,290		9,007		6,170
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,478		4,716		0
Commercial mortgage		6,054		5,095		0
Residential real estate		0		0		0
Total	$	22,683	$	20,670	$	6,468

December 31, 2017

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,915	$	1,915	$	292
Commercial mortgage		9,940		9,731		5,444
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,264		4,485		0
Commercial mortgage		3,211		2,410		0
Residential real estate		0		0		0
Total	$	20,330	$	18,541	$	5,736

The unpaid principal balance of impaired loans includes the Corporation’s recorded investment in the loan and amounts that have been charged off.

	Three Months Ended March 31, 2018
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,884	$	22	$	22
Commercial mortgage		9,234		18		18
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		4,600		46		46
Commercial mortgage		3,753		13		13
Residential real estate		0		0		0
Total	$	19,491	$	99	$	99

	Three Months Ended March 31, 2017
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,636	$	18	$	18
Commercial mortgage		15,270		145		145
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		1,712		16		16
Commercial mortgage		0		0		0
Residential real estate		0		0		0
Total	$	18,618	$	179	$	179

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still accruing interest by class of loans as of March 31, 2018 and December 31, 2017:

	March 31, 2018				December 31, 2017
	Nonaccrual		Past Due Over 90 Days Still on Accrual		Nonaccrual		Past Due Over 90 Days Still on Accrual
Commercial, industrial, and agricultural	$	2,737	$	0	$	1,869	$	78
Commercial mortgages		11,361		0		11,065		0
Residential real estate		5,038		425		5,470		338
Consumer		614		13		828		17
Credit cards		0		37		0		44
Total	$	19,750	$	475	$	19,232	$	477

Nonaccrual loans and loans past due over 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of March 31, 2018 and December 31, 2017 by class of loans.

March 31, 2018

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,371	$	173	$	935	$	3,479	$	769,994	$	773,473
Commercial mortgages		3		314		1,714		2,031		692,486		694,517
Residential real estate		1,565		1,596		4,471		7,632		718,051		725,683
Consumer		376		447		580		1,403		76,578		77,981
Credit cards		30		5		37		72		6,893		6,965
Overdrafts		0		0		0		0		1,134		1,134
Total	$	4,345	$	2,535	$	7,737	$	14,617	$	2,265,136	$	2,279,753
December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,745	$	646	$	748	$	4,139	$	744,999	$	749,138
Commercial mortgages		233		0		292		525		599,540		600,065
Residential real estate		2,290		1,494		4,655		8,439		704,908		713,347
Consumer		454		307		812		1,573		78,620		80,193
Credit cards		31		10		44		85		6,668		6,753
Overdrafts		0		0		0		0		352		352
Total	$	5,753	$	2,457	$	6,551	$	14,761	$	2,135,087	$	2,149,848

Troubled Debt Restructurings

The terms of certain loans have been modified as troubled debt restructurings. The modification of the terms of such loans included either or both of the following: a reduction of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk.

The following table presents the number of loans, loan balances, and specific reserves for loans that have been restructured in a troubled debt restructuring as of March 31, 2018 and December 31, 2017.

	March 31, 2018						December 31, 2017
	Number of Loans		Loan Balance		Specific Reserve		Number of Loans		Loan Balance		Specific Reserve
Commercial, industrial, and agricultural		10	$	5,150	$	278		10	$	5,213	$	245
Commercial mortgages		9		12,210		6,168		9		12,090		5,444
Residential real estate		0		0		0		0		0		0
Consumer		0		0		0		0		0		0
Credit cards		0		0		0		0		0		0
Total		19	$	17,360	$	6,446		19	$	17,303	$	5,689

There were no loans modified as troubled debt restructurings during the three months ended March 31, 2018 or March 31, 2017.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. All loans modified in troubled debt restructurings are performing in accordance with their modified terms as of March 31, 2018 and December 31, 2017 and no principal balances were forgiven in connection with the loan restructurings.

In order to determine whether a borrower is experiencing financial difficulty, the Corporation performs an evaluation using its internal underwriting policies of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without a loan modification. The Corporation has no further loan commitments to customers whose loans are classified as a troubled debt restructuring.

Generally, non-performing troubled debt restructurings are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Credit Quality Indicators

The Corporation classifies commercial, industrial, and agricultural loans and commercial mortgage loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans with outstanding balances greater than $1 million are analyzed at least semiannually and loans with outstanding balances of less than $1 million are analyzed at least annually.

The Corporation uses the following definitions for risk ratings:

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

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

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

Loans not rated as special mention, substandard, or doubtful are considered to be pass rated loans. All loans included in the following tables have been assigned a risk rating within 12 months of the balance sheet date.

March 31, 2018

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	740,558	$	9,513	$	23,402	$	0	$	773,473
Commercial mortgages		676,688		2,771		15,058		0		694,517
Total	$	1,417,246	$	12,284	$	38,460	$	0	$	1,467,990

December 31, 2017

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	713,102	$	16,726	$	19,310	$	0	$	749,138
Commercial mortgages		581,631		4,419		14,015		0		600,065
Total	$	1,294,733	$	21,145	$	33,325	$	0	$	1,349,203

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential real estate, consumer, and credit card loan classes, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in residential, consumer, and credit card loans based on payment activity as of March 31, 2018 and December 31, 2017:

	March 31, 2018						December 31, 2017
	Residential				Credit		Residential				Credit
	Real Estate		Consumer		Cards		Real Estate		Consumer		Cards
Performing	$	720,220	$	77,354	$	6,928	$	707,539	$	79,348	$	6,709
Nonperforming		5,463		627		37		5,808		845		44
Total	$	725,683	$	77,981	$	6,965	$	713,347	$	80,193	$	6,753

The Corporation’s portfolio of residential real estate and consumer loans maintained within Holiday Financial Services Corporation (“Holiday”) are considered to be subprime loans. Holiday is a subsidiary that offers small balance unsecured and secured loans primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics than are typical in the Bank’s consumer loan portfolio.

Holiday’s loan portfolio is summarized as follows at March 31, 2018 and December 31, 2017:

	March 31,			December 31,
	2018			2017
Consumer	$	21,892		$	23,428
Less: unearned discount		(3,629	)		(3,889	)
Total	$	18,263		$	19,539

XML

Deposits

3 Months Ended

Mar. 31, 2018

Banking and Thrift [Abstract]

Deposits

6. DEPOSITS

Total deposits at March 31, 2018 and December 31, 2017 are summarized as follows (in thousands):

	Percentage Change			March 31, 2018		December 31, 2017
Checking, non-interest bearing		(3.4	%)	$	311,052	$	321,858
Checking, interest bearing		4.7	%		592,075		565,399
Savings accounts		1.6	%		930,108		915,587
Certificates of deposit		3.2	%		376,820		364,971
		1.9	%	$	2,210,055	$	2,167,815

XML

Earnings Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

7. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per share is computed using the weighted average number of shares determined for the basic computation plus the dilutive effect of potential common shares issuable under certain stock compensation plans. For the three months ended March 31, 2018 and 2017, there were no outstanding stock options to include in the diluted earnings per share calculations.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Corporation has determined that its outstanding unvested stock awards are participating securities.

The computation of basic and diluted earnings per share is shown below:

	Three months ended
	March 31,
	2018			2017
Basic earnings per common share computation:
Net income per consolidated statements of income	$	7,097		$	6,480
Net earnings allocated to participating securities		(34	)		(39	)
Net earnings allocated to common stock	$	7,063		$	6,441
Distributed earnings allocated to common stock	$	2,509		$	2,508
Undistributed earnings allocated to common stock		4,554			3,933
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding, including shares considered participating securities		15,273			14,979

Less: Average participating securities		(72	)		(86	)
Weighted average shares		15,201			14,893
Basic earnings per common share	$	0.46		$	0.43
Diluted earnings per common share computation:
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding for basic earnings per common share		15,201			14,893
Add: Dilutive effects of assumed exercises of stock options		0			0
Weighted average shares and dilutive potential common shares		15,201			14,893
Diluted earnings per common share	$	0.46		$	0.43

XML

Derivative Instruments

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

8. DERIVATIVE INSTRUMENTS

On May 3, 2011, the Corporation executed an interest rate swap agreement with a 5 year term and an effective date of September 15, 2013 in order to hedge cash flows associated with $10 million of a subordinated note that was issued by the Corporation during 2007 and elected cash flow hedge accounting for the agreement. The Corporation’s objective in using this derivative is to add stability to interest expense and to manage its exposure to interest rate risk. The interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2013 to September 15, 2018 without exchange of the underlying notional amount. At March 31, 2018, the variable rate on the subordinated debt was 3.43% (LIBOR plus 155 basis points) and the Corporation was paying 5.57% (4.02% fixed rate plus 155 basis points).

As of March 31, 2018 and December 31, 2017, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Corporation does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

The following tables provide information about the amounts and locations of activity related to the interest rate swaps designated as cash flow hedges within the Corporation’s consolidated balance sheet and statement of income as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

			Fair value as of
	Balance Sheet		March 31,			December 31,
	Location		2018			2017
Interest rate contracts		Accrued interest and other liabilities	$	(83	)	$	(161	)

For the Three Months Ended March 31, 2018		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	62	Interest expense – subordinated debentures	$	(58	)	Other income	$	0
For the Three Months Ended March 31, 2017		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	55	Interest expense – subordinated debentures	$	(76	)	Other income	$	0

(a) Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax

(b) Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(c) Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(d) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

(e) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Amounts reported in accumulated other comprehensive loss related to the interest rate swap will be reclassified to interest expense as interest payments are made on the subordinated debentures. Such amounts reclassified from accumulated other comprehensive loss to interest expense in the next twelve months are expected to be $217. As of March 31, 2018 and December 31, 2017, a cash collateral balance in the amount of $1,400 was maintained with a counterparty to the interest rate swaps. These balances are included in interest bearing deposits with other banks on the consolidated balance sheet.

The Corporation has entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Corporation enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Corporation agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. Concurrently, the Corporation agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Corporation’s customers to effectively convert a variable rate loan to a fixed rate. Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Corporation’s results of operations.

The Corporation pledged cash collateral to another financial institution with a balance $750 as of both March 31, 2018 and December 31, 2017. This balance is included in interest bearing deposits with other banks on the consolidated balance sheets. The Corporation does not require its customers to post cash or securities as collateral on its program of back-to-back swaps. However, certain language is included in the International Swaps and Derivatives Association agreement and loan documents where, in default situations, the Corporation is permitted to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Corporation may be required to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.

The following table provides information about the amounts and locations of activity related to the back-to-back interest rate swaps within the Corporation’s consolidated balance sheet as of March 31, 2018 and December 31, 2017:

	Notional Amount			Weighted Average Maturity (in years)		Weighted Average Fixed Rate			Weighted Average Variable Rate		Fair Value
March 31, 2018
3rd Party interest rate swaps	$	11,772			7.8		4.52	%		1 month LIBOR + 2.37%	$	(146	)(a)
Customer interest rate swaps		(11,772	)		7.8		4.52	%		1 month LIBOR + 2.37%		146	(b)
December 31, 2017
3rd Party interest rate swaps	$	11,848			8.0		4.51	%		1 month LIBOR + 2.37%	$	149	(a)
Customer interest rate swaps		(11,848	)		8.0		4.51	%		1 month LIBOR + 2.37%		(149	)(b)

(a) Reported in accrued interest receivable and other assets within the consolidated balance sheets

(b) Reported in accrued interest payable and other liabilities within the consolidated balance sheets

XML

Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

9. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Corporation adopted Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606)” using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09 while prior period amounts continue to be reported in accordance with legacy GAAP. The adoption of ASU 2014-09 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investment securities along with non-interest revenue resulting from security gains, loan servicing, gains on the sale of loans, commitment fees, fees from financial guarantees, certain credit cards fees, gains (losses) on sale of other real estate owned, is not within the scope of (ASU) 2014-09. As a result, no changes were made during the period related to these sources of revenue, which cumulatively comprise 93.3% of the total revenue of the Corporation.

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three months ended March 31, 2018 and 2017.

	Three Months		Three Months
	Ended		Ended
	March 31, 2018		March 31, 2017
Non-interest Income
Service charges on deposit accounts	$	1,247	$	1,090
Wealth and asset management fees		1,030		871
Mortgage banking (1)		208		184
Card processing and interchange income		971		878
Net gains (losses) on sales of securities (1)		0		1,383
Other income (1)		1,295		1,367
Total non-interest income	$	4,751	$	5,773

⁽¹⁾  Not within scope of ASU 2014-09

The types of non-interest income within the scope of the standard that is material to the consolidated financial statements are services charges on deposit accounts and wealth and asset management fee income.

Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed, as that is the point in time the Corporation fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Services charges on deposits are withdrawn from the customer’s account balance.

Wealth and Asset Management Fees: The Corporation earns wealth and asset management fees from its contracts with trust and brokerage customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month end. Fees for these services are billed to customers on a monthly or quarterly basis and are recorded as revenue at the end of the period for which the wealth and asset management services have been performed. Other performance obligations, such as the delivery of account statements to customers, are generally considered immaterial to the overall transaction price.

Card processing and interchange income: The Corporation earns interchange fees from check card and credit card transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

XML

Contingency

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Contingency

10. CONTINGENCY

On March 28, 2018, the Corporation received a notice of assessment from the Pennsylvania Department of Revenue that reported a sales tax assessment amount of $824 plus interest and penalties of $339 resulting in a total assessed balance of $1,163. The notice of assessment covers the period from January 1, 2013 through July 31, 2016. The Corporation has evaluated the specific items on which sales tax has been assessed in conjunction with its legal counsel and has determined that it is probable that the Corporation has some liability based on a review of the Pennsylvania tax laws that apply to the assessed items. The Corporation’s reasonable estimate of this liability is $96 as of March 31, 2018, which has been accrued and reported in accrued interest payable and other liabilities in the accompanying consolidated balance sheet. The remaining balance that has not been accrued relates primarily to sales tax assessments associated with data processing and banking equipment maintenance, which the corporation’s management and legal counsel have concluded were improperly assessed based on current Pennsylvania sales tax law. The ultimate resolution of this matter, which may take in excess of one year, could result in an additional expense up to the total amount assessed.

XML

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2018

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

11. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles – Goodwill and Other) which is intended to simplify the measurement of goodwill in periods following the date on which the goodwill is initially recorded. Under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a U.S. Securities and Exchange Commission filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material effect on the Corporation’s financial statements.

In August 2016, the FASB issued an update (ASU 2016-15, Statement of Cash Flows) which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update apply to all entities, including business entities and not-for-profit entities that are required to present a statement of cash flows, and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 did not have a material effect on the Corporation’s financial statements.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments – Credit Losses) which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendments in ASU 2016-13 eliminate the probable initial recognition threshold in current U.S. Generally Accepted Accounting Principles. In addition, the amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually, such as loans. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently in the developmental stages of evaluating the impact of the adoption of ASU 2016-13 on the Corporation’s financial statements and is collecting available historical information in order to assess the expected credit losses. However, the impact to the financial statements is yet to be determined.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The update will be effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on the Corporation’s financial statements and anticipates an increase in the Corporation’s assets and liabilities. However, the amounts that will be adjusted are still to be determined.

In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 provides updated accounting and reporting requirements for both public and non-public entities. The most significant provisions that will impact the Corporation are: 1) equity securities available for sale will be measured at fair value, with the changes in fair value recognized in the income statement; 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments at amortized cost on the balance sheet; 3) utilization of exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) require separate presentation of both financial assets and liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The update was effective on January 1, 2018, using a cumulative-effect adjustment to the balance sheet as of the beginning of the year, but resulted in the use of an exit price, rather than an entrance price, to determine fair value of loans not measured at fair value on a non-recurring basis. The adoption of ASU 2016-01 on January 1, 2018 did not have a material effect on the Corporation’s financial statements.

XML

Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Changes and Error Corrections [Abstract]

Adoption of New Accounting Standards

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles – Goodwill and Other) which is intended to simplify the measurement of goodwill in periods following the date on which the goodwill is initially recorded. Under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a U.S. Securities and Exchange Commission filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material effect on the Corporation’s financial statements.

In August 2016, the FASB issued an update (ASU 2016-15, Statement of Cash Flows) which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update apply to all entities, including business entities and not-for-profit entities that are required to present a statement of cash flows, and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 did not have a material effect on the Corporation’s financial statements.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments – Credit Losses) which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendments in ASU 2016-13 eliminate the probable initial recognition threshold in current U.S. Generally Accepted Accounting Principles. In addition, the amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually, such as loans. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently in the developmental stages of evaluating the impact of the adoption of ASU 2016-13 on the Corporation’s financial statements and is collecting available historical information in order to assess the expected credit losses. However, the impact to the financial statements is yet to be determined.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The update will be effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on the Corporation’s financial statements and anticipates an increase in the Corporation’s assets and liabilities. However, the amounts that will be adjusted are still to be determined.

In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 provides updated accounting and reporting requirements for both public and non-public entities. The most significant provisions that will impact the Corporation are: 1) equity securities available for sale will be measured at fair value, with the changes in fair value recognized in the income statement; 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments at amortized cost on the balance sheet; 3) utilization of exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) require separate presentation of both financial assets and liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The update was effective on January 1, 2018, using a cumulative-effect adjustment to the balance sheet as of the beginning of the year, but resulted in the use of an exit price, rather than an entrance price, to determine fair value of loans not measured at fair value on a non-recurring basis. The adoption of ASU 2016-01 on January 1, 2018 did not have a material effect on the Corporation’s financial statements.

XML

Stock Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Changes in Nonvested Restricted Stock Awards

A summary of changes in time-based nonvested restricted stock awards for the three months ended March 31, 2018 follows:

				Per Share Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of period		94,472		$	20.79
Granted		22,108			26.92
Vested		(40,105	)		19.69
Nonvested at end of period		76,475		$	23.07

XML

Fair Value (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018 and December 31, 2017:

				Fair Value Measurements at March 31, 2018 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	111,921		$	0	$	111,921		$	0
States and political subdivisions		133,466			0		133,466			0
Residential and multi-family mortgage		120,630			0		120,630			0
Corporate notes and bonds		17,194			0		17,194			0
Pooled SBA		34,145			0		34,145			0
Other		943			943		0			0
Total Securities Available For Sale	$	418,299		$	943	$	417,356		$	0
Interest Rate swaps	$	146		$	0	$	146		$	0
Trading Securities:
Corporate equity securities	$	5,172		$	5,172	$	0		$	0
Mutual funds		1,612			1,612		0			0
Certificates of deposit		170			170		0			0
Corporate notes and bonds		250			250		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,256		$	7,204	$	52		$	0
Liabilities,
Interest rate swaps	$	(229	)	$	0	$	(229	)	$	0
				Fair Value Measurements at December 31, 2017 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	108,148		$	0	$	108,148		$	0
States and political subdivisions		137,723			0		137,723			0
Residential and multi-family mortgage		109,636			0		109,636			0
Corporate notes and bonds		17,200			0		17,200			0
Pooled SBA		36,040			0		36,040			0
Other		962			962		0			0
Total Securities Available For Sale	$	409,709		$	962	$	408,747		$	0
Interest Rate swaps	$	149		$	0	$	149		$	0
Trading Securities:
Corporate equity securities	$	5,125		$	5,125	$	0		$	0
Mutual funds		1,499			1,499		0			0
Certificates of deposit		220			220		0			0
Corporate notes and bonds		254			254		0			0
U.S. Government sponsored entities		52			0		52			0
Total Trading Securities	$	7,150		$	7,098	$	52		$	0
Liabilities,
Interest rate swaps	$	(310	)	$	0	$	(310	)	$	0

Securities Available for Sale Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3)

The table below presents a reconciliation of the fair value of securities available for sale measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2018 and 2017:

	2018		2017
Balance, January 1	$	0	$	2,049
Total gains:
Included in other comprehensive income (unrealized)		0		134
Sale of available-for-sale securities		0		(2,183	)
Balance, March 31	$	0	$	0

Assets and Liabilities Measured at Fair Value on Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are as follows at March 31, 2018 and December 31, 2017:

			Fair Value Measurements at March 31, 2018 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	60		0		0	$	60
			Fair Value Measurements at December 31, 2017 Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Commercial mortgages	$	11		0		0	$	11

Quantitative Information about Level 3 Fair Value Measurements for Financial Instruments Measured at Fair Value on Non Recurring Basis

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2018:

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	60	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2017:

	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans – commercial mortgages	$	11	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

Carrying Amount and Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments at March 31, 2018:

	Carrying			Fair Value Measurement Using:								Total
	Amount			Level 1			Level 2			Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	28,604		$	28,604		$	0		$	0	$	28,604
Securities available for sale		418,299			943			417,356			0		418,299
Trading securities		7,256			7,204			52			0		7,256
Loans held for sale		1,460			0			1,460			0		1,460
Net loans		2,255,368			0			0			2,226,877		2,226,877
FHLB and other restricted interests		21,377			n/a			n/a			n/a		n/a
Other equity interests		5,187											5,187
Interest rate swaps		146			0			146			0		146
Accrued interest receivable		9,853			7			3,117			6,729		9,853
LIABILITIES
Deposits	$	(2,210,055	)	$	(1,833,235	)	$	(378,985	)	$	0	$	(2,212,220	)
FHLB and other borrowings		(356,398	)		0			(351,547	)		0		(351,547	)
Subordinated debentures		(70,620	)		0			(69,767	)		0		(69,767	)
Interest rate swaps		(229	)		0			(229	)		0		(229	)
Accrued interest payable		(638	)		0			(638	)		0		(638	)

The following table presents the carrying amount and fair value of financial instruments at December 31, 2017:

	Carrying			Fair Value Measurement Using:									Total
	Amount			Level 1			Level 2			Level 3			Fair Value
ASSETS
Cash and cash equivalents	$	35,345		$	35,345		$	0		$	0		$	35,345
Securities available for sale		409,709			962			408,747			0			409,709
Trading securities		7,150			7,098			52			0			7,150
Loans held for sale		852			0			853			0			853
Net loans		2,126,266			0			0			2,126,824			2,126,824
FHLB and other restricted interests		17,035			n/a			n/a			n/a			n/a
Other equity interests		4,482												4,482
Interest rate swaps		149			0			149			0			149
Accrued interest receivable		9,254			6			2,651			6,597			9,254
LIABILITIES
Deposits	$	(2,167,815	)	$	(1,802,844	)	$	(362,756	)	$	0		$	(2,165,600	)
FHLB and other borrowings		(257,359	)		0			(257,361	)		0			(257,361	)
Subordinated debentures		(70,620	)		0			(63,575	)		0			(63,575	)
Interest rate swaps		(310	)		0			(310	)		0			(310	)
Accrued interest payable		(554	)		0			(554	)		(0	)		(554	)

XML

Securities (Tables)

3 Months Ended

Mar. 31, 2018

Cash and Cash Equivalents [Abstract]

Securities Available for Sale

Securities available for sale at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018									December 31, 2017
	Amortized		Unrealized					Fair		Amortized		Unrealized					Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
U.S. Gov’t sponsored entities	$	113,341	$	334	$	(1,754	)	$	111,921	$	108,578	$	478	$	(908	)	$	108,148
State & political subdivisions		131,608		2,616		(758	)		133,466		134,428		3,609		(314	)		137,723
Residential & multi-family mortgage		123,995		104		(3,469	)		120,630		111,214		304		(1,882	)		109,636
Corporate notes & bonds		17,608		45		(459	)		17,194		17,610		52		(462	)		17,200
Pooled SBA		35,145		113		(1,113	)		34,145		36,260		355		(575	)		36,040
Other		1,020		0		(77	)		943		1,020		0		(58	)		962
Total	$	422,717	$	3,212	$	(7,630	)	$	418,299	$	409,110	$	4,798	$	(4,199	)	$	409,709

Trading Securities

Trading securities at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018		December 31, 2017
Corporate equity securities	$	5,172	$	5,125
Mutual funds		1,612		1,499
Certificates of deposit		170		220
Corporate notes and bonds		250		254
U.S. Government sponsored entities		52		52
Total	$	7,256	$	7,150

Securities with Unrealized Losses Aggregated by Investment Category and Length of Time that Individual Securities have been in Continuous Unrealized Loss Position

Securities with unrealized losses at March 31, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

March 31, 2018

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	63,833	$	(1,262	)	$	34,590	$	(492	)	$	98,423	$	(1,754	)
State & political subdivisions		61,022		(456	)		4,045		(302	)		65,067		(758	)
Residential & multi-family mortgage		50,017		(913	)		59,984		(2,556	)		110,001		(3,469	)
Corporate notes & bonds		5,225		(38	)		9,077		(421	)		14,302		(459	)
Pooled SBA		7,513		(67	)		21,272		(1,046	)		28,785		(1,113	)
Other		0		(0	)		943		(77	)		943		(77	)
	$	187,610	$	(2,736	)	$	129,911	$	(4,894	)	$	317,521	$	(7,630	)

December 31, 2017

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	55,696	$	(540	)	$	34,754	$	(368	)	$	90,450	$	(908	)
State & political subdivisions		15,890		(69	)		4,104		(245	)		19,994		(314	)
Residential and multi-family mortgage		30,144		(153	)		63,699		(1,729	)		93,843		(1,882	)
Corporate notes & bonds		5,005		(9	)		9,042		(453	)		14,047		(462	)
Pooled SBA		0		(0	)		22,270		(575	)		22,270		(575	)
Other		0		(0	)		962		(58	)		962		(58	)
	$	106,735	$	(771	)	$	134,831	$	(3,428	)	$	241,566	$	(4,199	)

Roll-Forward of Other-Than-Temporary Impairment Amount Related to Credit Losses

A roll-forward of the other-than-temporary impairment amount related to credit losses for the three months ended March 31, 2018 and 2017 is as follows:

	2018		2017
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, beginning of period	$	0	$	2,071
Credit losses previously recognized on securities sold during the period		0		(2,071	)
Additional credit loss for which other-than-temporary impairment was not previously recognized		0		0
Additional credit loss for which other-than-temporary impairment was previously recognized		0		0
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, end of period	$	0	$	0

Information Pertaining to Security Sales

Information pertaining to security sales on available for sale securities is as follows:

	Proceeds		Gross Gains		Gross Losses
Three months ended March 31, 2018	$	0	$	0	$	0
Three months ended March 31, 2017	$	2,183	$	1,383	$	0

Schedule of Contractual Maturity of Securities Available for Sale, Excluding Equity Securities

The following is a schedule of the contractual maturity of securities available for sale, excluding equity securities, at March 31, 2018:

	Amortized		Fair
	Cost		Value
1 year or less	$	58,820	$	58,626
1 year – 5 years		154,027		154,001
5 years – 10 years		43,991		44,236
After 10 years		5,719		5,718
		262,557		262,581
Residential and multi-family mortgage		123,995		120,630
Pooled SBA		35,145		34,145
Total debt securities	$	421,697	$	417,356

XML

Loans (Tables)

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Schedule of Net Loans

Total net loans at March 31, 2018 and December 31, 2017 are summarized as follows:

	March 31, 2018			December 31, 2017
Commercial, industrial, and agricultural	$	773,473		$	749,138
Commercial mortgages		694,517			600,065
Residential real estate		725,683			713,347
Consumer		77,981			80,193
Credit cards		6,965			6,753
Overdrafts		1,134			352
Less: unearned discount		(3,629	)		(3,889	)
allowance for loan losses		(20,756	)		(19,693	)
Loans, net	$	2,255,368		$	2,126,266

Allowance for Loan Losses

Transactions in the allowance for loan losses for the three months ended March 31, 2018 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real					Credit
	Agricultural			Mortgages		Estate		Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2018	$	6,160		$	9,007	$	2,033	$	2,179		$	120		$	194		$	19,693
Charge-offs		(31	)		0		0		(590	)		(19	)		(86	)		(726	)
Recoveries		68			0		3		49			7			31			158
Provision for loan losses		85			1,013		16		427			15			75			1,631
Allowance for loan losses, March 31, 2018	$	6,282		$	10,020	$	2,052	$	2,065		$	123		$	214		$	20,756

Transactions in the allowance for loan losses for the three months ended March 31, 2017 were as follows:

	Commercial,					Residential
	Industrial, and			Commercial		Real						Credit
	Agricultural			Mortgages		Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2017	$	5,428		$	6,753	$	1,653		$	2,215		$	93		$	188		$	16,330
Charge-offs		(1	)		0		(68	)		(735	)		(58	)		(69	)		(931	)
Recoveries		12			2		71			2			11			33			131
Provision (benefit) for loan losses		(654	)		602		366			607			59			36			1,016
Allowance for loan losses, March 31, 2017	$	4,785		$	7,357	$	2,022		$	2,089		$	105		$	188		$	16,546

Allowance for Loan Losses and Recorded Investment in Loans by Portfolio Segment

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and is based on the Corporation’s impairment method as of March 31, 2018 and December 31, 2017. The recorded investment in loans excludes accrued interest and unearned discounts due to their insignificance.

March 31, 2018

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	20	$	2	$	0	$	0	$	0	$	0	$	22
Collectively evaluated for impairment		5,984		3,850		2,052		2,065		123		214		14,288
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		278		6,168		0		0		0		0		6,446
Total ending allowance balance	$	6,282	$	10,020	$	2,052	$	2,065	$	123	$	214	$	20,756
Loans:
Individually evaluated for impairment	$	1,418	$	1,892	$	0	$	0	$	0	$	0	$	3,310
Collectively evaluated for impairment		766,905		679,271		725,683		77,981		6,965		1,134		2,257,939
Acquired with deteriorated credit quality		0		1,144		0		0		0		0		1,144
Modified in a troubled debt restructuring		5,150		12,210		0		0		0		0		17,360
Total ending loans balance	$	773,473	$	694,517	$	725,683	$	77,981	$	6,965	$	1,134	$	2,279,753

December 31, 2017

	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	47	$	0	$	0	$	0	$	0	$	0	$	47
Collectively evaluated for impairment		5,868		3,563		2,033		2,179		120		194		13,957
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		245		5,444		0		0		0		0		5,689
Total ending allowance balance	$	6,160	$	9,007	$	2,033	$	2,179	$	120	$	194	$	19,693

Loans:
Individually evaluated for impairment	$	1,187	$	51	$	0	$	0	$	0	$	0	$	1,238
Collectively evaluated for impairment		742,738		586,845		713,347		80,193		6,753		352		2,130,228
Acquired with deteriorated credit quality		0		1,079		0		0		0		0		1,079
Modified in a troubled debt restructuring		5,213		12,090		0		0		0		0		17,303
Total ending loans balance	$	749,138	$	600,065	$	713,347	$	80,193	$	6,753	$	352	$	2,149,848

Loans Individually Evaluated for Impairment Including Loans Modified in Troubled Debt Restructurings by Portfolio Segment

The following tables present information related to loans individually evaluated for impairment, including loans modified in troubled debt restructurings, by portfolio segment as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

March 31, 2018

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,861	$	1,852	$	298
Commercial mortgage		9,290		9,007		6,170
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,478		4,716		0
Commercial mortgage		6,054		5,095		0
Residential real estate		0		0		0
Total	$	22,683	$	20,670	$	6,468

December 31, 2017

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,915	$	1,915	$	292
Commercial mortgage		9,940		9,731		5,444
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		5,264		4,485		0
Commercial mortgage		3,211		2,410		0
Residential real estate		0		0		0
Total	$	20,330	$	18,541	$	5,736

Impaired Financing Receivables with Related and not Related Allowances

The unpaid principal balance of impaired loans includes the Corporation’s recorded investment in the loan and amounts that have been charged off.

	Three Months Ended March 31, 2018
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,884	$	22	$	22
Commercial mortgage		9,234		18		18
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		4,600		46		46
Commercial mortgage		3,753		13		13
Residential real estate		0		0		0
Total	$	19,491	$	99	$	99

	Three Months Ended March 31, 2017
	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,636	$	18	$	18
Commercial mortgage		15,270		145		145
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		1,712		16		16
Commercial mortgage		0		0		0
Residential real estate		0		0		0
Total	$	18,618	$	179	$	179

Nonaccrual Loans and Loans Past Due over 90 Days Still Accruing Interest by Class of Loans

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still accruing interest by class of loans as of March 31, 2018 and December 31, 2017:

	March 31, 2018				December 31, 2017
	Nonaccrual		Past Due Over 90 Days Still on Accrual		Nonaccrual		Past Due Over 90 Days Still on Accrual
Commercial, industrial, and agricultural	$	2,737	$	0	$	1,869	$	78
Commercial mortgages		11,361		0		11,065		0
Residential real estate		5,038		425		5,470		338
Consumer		614		13		828		17
Credit cards		0		37		0		44
Total	$	19,750	$	475	$	19,232	$	477

Aging of Recorded Investment in Past Due Loans

The following table presents the aging of the recorded investment in past due loans as of March 31, 2018 and December 31, 2017 by class of loans.

March 31, 2018

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,371	$	173	$	935	$	3,479	$	769,994	$	773,473
Commercial mortgages		3		314		1,714		2,031		692,486		694,517
Residential real estate		1,565		1,596		4,471		7,632		718,051		725,683
Consumer		376		447		580		1,403		76,578		77,981
Credit cards		30		5		37		72		6,893		6,965
Overdrafts		0		0		0		0		1,134		1,134
Total	$	4,345	$	2,535	$	7,737	$	14,617	$	2,265,136	$	2,279,753
December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	2,745	$	646	$	748	$	4,139	$	744,999	$	749,138
Commercial mortgages		233		0		292		525		599,540		600,065
Residential real estate		2,290		1,494		4,655		8,439		704,908		713,347
Consumer		454		307		812		1,573		78,620		80,193
Credit cards		31		10		44		85		6,668		6,753
Overdrafts		0		0		0		0		352		352
Total	$	5,753	$	2,457	$	6,551	$	14,761	$	2,135,087	$	2,149,848

Restructured in Troubled Debt

The following table presents the number of loans, loan balances, and specific reserves for loans that have been restructured in a troubled debt restructuring as of March 31, 2018 and December 31, 2017.

	March 31, 2018						December 31, 2017
	Number of Loans		Loan Balance		Specific Reserve		Number of Loans		Loan Balance		Specific Reserve
Commercial, industrial, and agricultural		10	$	5,150	$	278		10	$	5,213	$	245
Commercial mortgages		9		12,210		6,168		9		12,090		5,444
Residential real estate		0		0		0		0		0		0
Consumer		0		0		0		0		0		0
Credit cards		0		0		0		0		0		0
Total		19	$	17,360	$	6,446		19	$	17,303	$	5,689

Schedule of Loan Assigned Risk Rating within 12 Months of Balance Sheet Date

All loans included in the following tables have been assigned a risk rating within 12 months of the balance sheet date.

March 31, 2018

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	740,558	$	9,513	$	23,402	$	0	$	773,473
Commercial mortgages		676,688		2,771		15,058		0		694,517
Total	$	1,417,246	$	12,284	$	38,460	$	0	$	1,467,990

December 31, 2017

	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	713,102	$	16,726	$	19,310	$	0	$	749,138
Commercial mortgages		581,631		4,419		14,015		0		600,065
Total	$	1,294,733	$	21,145	$	33,325	$	0	$	1,349,203

Recorded Investment in Residential, Consumer and Credit Card Loans Based on Payment Activity

The following table presents the recorded investment in residential, consumer, and credit card loans based on payment activity as of March 31, 2018 and December 31, 2017:

	March 31, 2018						December 31, 2017
	Residential				Credit		Residential				Credit
	Real Estate		Consumer		Cards		Real Estate		Consumer		Cards
Performing	$	720,220	$	77,354	$	6,928	$	707,539	$	79,348	$	6,709
Nonperforming		5,463		627		37		5,808		845		44
Total	$	725,683	$	77,981	$	6,965	$	713,347	$	80,193	$	6,753

Summary of Holiday's Loan Portfolio

Holiday’s loan portfolio is summarized as follows at March 31, 2018 and December 31, 2017:

	March 31,			December 31,
	2018			2017
Consumer	$	21,892		$	23,428
Less: unearned discount		(3,629	)		(3,889	)
Total	$	18,263		$	19,539

XML

Deposits (Tables)

3 Months Ended

Mar. 31, 2018

Banking and Thrift [Abstract]

Total Deposits

Total deposits at March 31, 2018 and December 31, 2017 are summarized as follows (in thousands):

	Percentage Change			March 31, 2018		December 31, 2017
Checking, non-interest bearing		(3.4	%)	$	311,052	$	321,858
Checking, interest bearing		4.7	%		592,075		565,399
Savings accounts		1.6	%		930,108		915,587
Certificates of deposit		3.2	%		376,820		364,971
		1.9	%	$	2,210,055	$	2,167,815

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The computation of basic and diluted earnings per share is shown below:

	Three months ended
	March 31,
	2018			2017
Basic earnings per common share computation:
Net income per consolidated statements of income	$	7,097		$	6,480
Net earnings allocated to participating securities		(34	)		(39	)
Net earnings allocated to common stock	$	7,063		$	6,441
Distributed earnings allocated to common stock	$	2,509		$	2,508
Undistributed earnings allocated to common stock		4,554			3,933
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding, including shares considered participating securities		15,273			14,979

Less: Average participating securities		(72	)		(86	)
Weighted average shares		15,201			14,893
Basic earnings per common share	$	0.46		$	0.43
Diluted earnings per common share computation:
Net earnings allocated to common stock	$	7,063		$	6,441
Weighted average common shares outstanding for basic earnings per common share		15,201			14,893
Add: Dilutive effects of assumed exercises of stock options		0			0
Weighted average shares and dilutive potential common shares		15,201			14,893
Diluted earnings per common share	$	0.46		$	0.43

XML

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Amounts and Locations of Activity Related to Interest Rate Swaps Designated as Cash Flow Hedges within Corporation's Consolidated Balance Sheet and Statement of Income

The following tables provide information about the amounts and locations of activity related to the interest rate swaps designated as cash flow hedges within the Corporation’s consolidated balance sheet and statement of income as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

			Fair value as of
	Balance Sheet		March 31,			December 31,
	Location		2018			2017
Interest rate contracts		Accrued interest and other liabilities	$	(83	)	$	(161	)

For the Three Months Ended March 31, 2018		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	62	Interest expense – subordinated debentures	$	(58	)	Other income	$	0
For the Three Months Ended March 31, 2017		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	55	Interest expense – subordinated debentures	$	(76	)	Other income	$	0

(a) Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax

(b) Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(c) Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(d) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

(e) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Amounts and Locations of Activity Related to Back-to-Back Interest Rate Swaps within Corporation's Consolidated Balance Sheet

The following table provides information about the amounts and locations of activity related to the back-to-back interest rate swaps within the Corporation’s consolidated balance sheet as of March 31, 2018 and December 31, 2017:

	Notional Amount			Weighted Average Maturity (in years)		Weighted Average Fixed Rate			Weighted Average Variable Rate		Fair Value
March 31, 2018
3rd Party interest rate swaps	$	11,772			7.8		4.52	%		1 month LIBOR + 2.37%	$	(146	)(a)
Customer interest rate swaps		(11,772	)		7.8		4.52	%		1 month LIBOR + 2.37%		146	(b)
December 31, 2017
3rd Party interest rate swaps	$	11,848			8.0		4.51	%		1 month LIBOR + 2.37%	$	149	(a)
Customer interest rate swaps		(11,848	)		8.0		4.51	%		1 month LIBOR + 2.37%		(149	)(b)

(a) Reported in accrued interest receivable and other assets within the consolidated balance sheets

(b) Reported in accrued interest payable and other liabilities within the consolidated balance sheets

XML

Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue Derived from Contracts with Customers

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three months ended March 31, 2018 and 2017.

	Three Months		Three Months
	Ended		Ended
	March 31, 2018		March 31, 2017
Non-interest Income
Service charges on deposit accounts	$	1,247	$	1,090
Wealth and asset management fees		1,030		871
Mortgage banking (1)		208		184
Card processing and interchange income		971		878
Net gains (losses) on sales of securities (1)		0		1,383
Other income (1)		1,295		1,367
Total non-interest income	$	4,751	$	5,773

⁽¹⁾  Not within scope of ASU 2014-09

XML

Stock Compensation - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of nonqualified options or restricted stock for key employees and independent director	500,000
Description of award terms	For key employees, the plan vesting is either one-third or one-fourth of the granted options or restricted stock per year, beginning one year after the grant date, with 100% vesting on the third or fourth anniversary of the grant date, respectively. Prior to 2018, for independent directors, the vesting schedule is one-third of the granted options or restricted stock per year beginning one year after the grant date, with 100% vested on the third anniversary of the grant date.
Unrecognized compensation cost related to nonvested stock options granted	$ 0
Shares, granted	0	0
Compensation expense restricted stock awards	$ 674,000	$ 189,000
Vested, Shares	40,105
Fair value of shares vesting during period	$ 1,462,000	$ 917,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to nonvested restricted stock	1,584,000
Restricted Stock Units (RSUs) [Member] | Vested Immediately [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense restricted stock awards	$ 385,000
Vested, Shares	15,600
Performance Based Restricted Stock Awards [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, granted	15,702		10,000
Independent Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Starting period of vesting of stock based award	1 year
Aggregate percentage of stock based awards to be matured	100.00%
Stock incentive plan, vesting per year	33.33%
Award vesting period	3 years
Key Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Starting period of vesting of stock based award	1 year
Aggregate percentage of stock based awards to be matured	100.00%
Stock incentive plan, vesting per year	25.00%
Award vesting period	4 years

XML

Stock Compensation - Summary of Changes in Time-based Nonvested Restricted Stock Awards (Detail)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Nonvested at beginning of period, Shares | shares	94,472
Granted, Shares | shares	22,108
Vested, Shares | shares	(40,105)
Nonvested at end of period, Shares | shares	76,475
Nonvested at beginning of period, Weighted-average Grant Date Fair Value | $ / shares	$ 20.79
Granted, Weighted-average Grant Date Fair Value | $ / shares	26.92
Vested, Weighted-average Grant Date Fair Value | $ / shares	19.69
Nonvested at end of period, Weighted-average Grant Date Fair Value | $ / shares	$ 23.07

XML

Fair Value - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Securities Available For Sale:
Securities available for sale	$ 418,299	$ 409,709
Trading Securities:
Trading securities	7,256	7,150
Certificates of Deposit [Member]
Trading Securities:
Trading securities	170	220
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Securities Available For Sale:
Securities available for sale	943	962
Interest rate swaps	0	0
Trading Securities:
Trading securities	7,204	7,098
Liabilities
Interest rate swaps	0	0
Significant Other Observable Inputs (Level 2) [Member]
Securities Available For Sale:
Securities available for sale	417,356	408,747
Interest rate swaps	146	149
Trading Securities:
Trading securities	52	52
Liabilities
Interest rate swaps	(229)	(310)
Significant Unobservable Inputs (Level 3) [Member]
Securities Available For Sale:
Securities available for sale	0	0
Interest rate swaps	0	0
Trading Securities:
Trading securities	0	0
Liabilities
Interest rate swaps	0	0
Fair Value Measurement on Recurring Basis [Member]
Securities Available For Sale:
Securities available for sale	418,299	409,709
Interest rate swaps	146	149
Trading Securities:
Trading securities	7,256	7,150
Liabilities
Interest rate swaps	(229)	(310)
Fair Value Measurement on Recurring Basis [Member] | U.S. Government Sponsored Entities [Member]
Securities Available For Sale:
Securities available for sale	111,921	108,148
Trading Securities:
Trading securities	52	52
Fair Value Measurement on Recurring Basis [Member] | States and Political Subdivisions [Member]
Securities Available For Sale:
Securities available for sale	133,466	137,723
Fair Value Measurement on Recurring Basis [Member] | Residential and Multi-Family Mortgage [Member]
Securities Available For Sale:
Securities available for sale	120,630	109,636
Fair Value Measurement on Recurring Basis [Member] | Corporate Notes and Bonds [Member]
Securities Available For Sale:
Securities available for sale	17,194	17,200
Trading Securities:
Trading securities	250	254
Fair Value Measurement on Recurring Basis [Member] | Pooled SBA [Member]
Securities Available For Sale:
Securities available for sale	34,145	36,040
Fair Value Measurement on Recurring Basis [Member] | Other [Member]
Securities Available For Sale:
Securities available for sale	943	962
Fair Value Measurement on Recurring Basis [Member] | Corporate Equity Securities [Member]
Trading Securities:
Trading securities	5,172	5,125
Fair Value Measurement on Recurring Basis [Member] | Mutual Funds [Member]
Trading Securities:
Trading securities	1,612	1,499
Fair Value Measurement on Recurring Basis [Member] | Certificates of Deposit [Member]
Trading Securities:
Trading securities	170	220
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Securities Available For Sale:
Securities available for sale	943	962
Interest rate swaps	0	0
Trading Securities:
Trading securities	7,204	7,098
Liabilities
Interest rate swaps	0	0
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Government Sponsored Entities [Member]
Securities Available For Sale:
Securities available for sale	0	0
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | States and Political Subdivisions [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Residential and Multi-Family Mortgage [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate Notes and Bonds [Member]
Securities Available For Sale:
Securities available for sale	0	0
Trading Securities:
Trading securities	250	254
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Pooled SBA [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other [Member]
Securities Available For Sale:
Securities available for sale	943	962
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate Equity Securities [Member]
Trading Securities:
Trading securities	5,172	5,125
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Mutual Funds [Member]
Trading Securities:
Trading securities	1,612	1,499
Fair Value Measurement on Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of Deposit [Member]
Trading Securities:
Trading securities	170	220
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member]
Securities Available For Sale:
Securities available for sale	417,356	408,747
Interest rate swaps	146	149
Trading Securities:
Trading securities	52	52
Liabilities
Interest rate swaps	(229)	(310)
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Sponsored Entities [Member]
Securities Available For Sale:
Securities available for sale	111,921	108,148
Trading Securities:
Trading securities	52	52
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | States and Political Subdivisions [Member]
Securities Available For Sale:
Securities available for sale	133,466	137,723
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Residential and Multi-Family Mortgage [Member]
Securities Available For Sale:
Securities available for sale	120,630	109,636
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Notes and Bonds [Member]
Securities Available For Sale:
Securities available for sale	17,194	17,200
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Pooled SBA [Member]
Securities Available For Sale:
Securities available for sale	34,145	36,040
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Other [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Equity Securities [Member]
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mutual Funds [Member]
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member]
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member]
Securities Available For Sale:
Securities available for sale	0	0
Interest rate swaps	0	0
Trading Securities:
Trading securities	0	0
Liabilities
Interest rate swaps	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. Government Sponsored Entities [Member]
Securities Available For Sale:
Securities available for sale	0	0
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | States and Political Subdivisions [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Residential and Multi-Family Mortgage [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate Notes and Bonds [Member]
Securities Available For Sale:
Securities available for sale	0	0
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Pooled SBA [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Other [Member]
Securities Available For Sale:
Securities available for sale	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate Equity Securities [Member]
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Mutual Funds [Member]
Trading Securities:
Trading securities	0	0
Fair Value Measurement on Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Certificates of Deposit [Member]
Trading Securities:
Trading securities	$ 0	$ 0

XML

Fair Value - Securities Available for Sale Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Beginning Balance	$ 0	$ 2,049
Total gains:
Included in other comprehensive income (unrealized)	0	134
Sale of available-for-sale securities	0	(2,183)
Ending Balance	$ 0	$ 0

XML

Fair Value - Assets and Liabilities Measured at Fair Value on Non-Recurring Basis (Detail) - Commercial Mortgages [Member] - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Impaired loans:
Fair value assets and liabilities measured on a nonrecurring basis	$ 60	$ 11
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Impaired loans:
Fair value assets and liabilities measured on a nonrecurring basis	0	0
Significant Other Observable Inputs (Level 2) [Member]
Impaired loans:
Fair value assets and liabilities measured on a nonrecurring basis	0	0
Significant Unobservable Inputs (Level 3) [Member]
Impaired loans:
Fair value assets and liabilities measured on a nonrecurring basis	$ 60	$ 11

XML

Fair Value - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Impaired loans, recorded investment	$ 20,670		$ 18,541
Impaired loans allowance	6,468		5,736
Collateral Dependent Loans [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Impaired loans, recorded investment	959		646
Impaired loans allowance	899		$ 635
Impaired loans, positive (negative) provisions	$ 264	$ (103)

XML

Fair Value - Quantitative Information about Level 3 Fair Value Measurements for Financial Instruments Measured at Fair Value on Non Recurring Basis (Detail) - Impaired Loans - Commercial Mortgages [Member] - Discounted Cash Flow [Member] - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair value	$ 60	$ 11
Valuation Technique	10.00%	10.00%
Weighted Average [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Valuation Technique	10.00%	10.00%

XML

Fair Value - Carrying Amount and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
ASSETS
Cash and cash equivalents	$ 28,604	$ 35,345	$ 28,369	$ 29,183
Securities available for sale	418,299	409,709
Trading securities	7,256	7,150
Loans held for sale	1,460	852
Net loans	2,255,368	2,126,266
Liabilities
Deposits	(2,210,055)	(2,167,815)
Subordinated debentures	(70,620)	(70,620)
Carrying Amount [Member]
ASSETS
Cash and cash equivalents	28,604	35,345
Securities available for sale	418,299	409,709
Trading securities	7,256	7,150
Loans held for sale	1,460	852
Net loans	2,255,368	2,126,266
FHLB and other restricted interests	21,377	17,035
Other equity interests	5,187	4,482
Interest rate swaps	146	149
Accrued interest receivable	9,853	9,254
Liabilities
Deposits	(2,210,055)	(2,167,815)
FHLB and other borrowings	(356,398)	(257,359)
Subordinated debentures	(70,620)	(70,620)
Interest rate swaps	(229)	(310)
Accrued interest payable	(638)	(554)
Total Fair Value [Member]
ASSETS
Cash and cash equivalents	28,604	35,345
Securities available for sale	418,299	409,709
Trading securities	7,256	7,150
Loans held for sale	1,460	853
Net loans	2,226,877	2,126,824
Other equity interests	5,187	4,482
Interest rate swaps	146	149
Accrued interest receivable	9,853	9,254
Liabilities
Deposits	(2,212,220)	(2,165,600)
FHLB and other borrowings	(351,547)	(257,361)
Subordinated debentures	(69,767)	(63,575)
Interest rate swaps	(229)	(310)
Accrued interest payable	(638)	(554)
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
ASSETS
Cash and cash equivalents	28,604	35,345
Securities available for sale	943	962
Trading securities	7,204	7,098
Loans held for sale	0	0
Net loans	0	0
Interest rate swaps	0	0
Accrued interest receivable	7	6
Liabilities
Deposits	(1,833,235)	(1,802,844)
FHLB and other borrowings	0	0
Subordinated debentures	0	0
Interest rate swaps	0	0
Accrued interest payable	0	0
Significant Other Observable Inputs (Level 2) [Member]
ASSETS
Cash and cash equivalents	0	0
Securities available for sale	417,356	408,747
Trading securities	52	52
Loans held for sale	1,460	853
Net loans	0	0
Interest rate swaps	146	149
Accrued interest receivable	3,117	2,651
Liabilities
Deposits	(378,985)	(362,756)
FHLB and other borrowings	(351,547)	(257,361)
Subordinated debentures	(69,767)	(63,575)
Interest rate swaps	(229)	(310)
Accrued interest payable	(638)	(554)
Significant Unobservable Inputs (Level 3) [Member]
ASSETS
Cash and cash equivalents	0	0
Securities available for sale	0	0
Trading securities	0	0
Loans held for sale	0	0
Net loans	2,226,877	2,126,824
Interest rate swaps	0	0
Accrued interest receivable	6,729	6,597
Liabilities
Deposits	0	0
FHLB and other borrowings	0	0
Subordinated debentures	0	0
Interest rate swaps	0	0
Accrued interest payable	$ 0	$ 0

XML

Securities - Securities Available for Sale (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 422,717	$ 409,110
Unrealized Gains	3,212	4,798
Unrealized Losses	(7,630)	(4,199)
Fair Value	418,299	409,709
U.S. Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	113,341	108,578
Unrealized Gains	334	478
Unrealized Losses	(1,754)	(908)
Fair Value	111,921	108,148
States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	131,608	134,428
Unrealized Gains	2,616	3,609
Unrealized Losses	(758)	(314)
Fair Value	133,466	137,723
Residential and Multi-Family Mortgage [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	123,995	111,214
Unrealized Gains	104	304
Unrealized Losses	(3,469)	(1,882)
Fair Value	120,630	109,636
Corporate Notes and Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	17,608	17,610
Unrealized Gains	45	52
Unrealized Losses	(459)	(462)
Fair Value	17,194	17,200
Pooled SBA [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	35,145	36,260
Unrealized Gains	113	355
Unrealized Losses	(1,113)	(575)
Fair Value	34,145	36,040
Other [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	1,020	1,020
Unrealized Gains	0	0
Unrealized Losses	(77)	(58)
Fair Value	$ 943	$ 962

XML

Securities - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) Securities	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($) Securities
Investments, Debt and Equity Securities [Abstract]
Number of securities holdings | Securities	0		0
Shareholders' equity percentage	10.00%		10.00%
Securities	$ 274,883		$ 319,575
Tax provision related to net realized gains	$ 0	$ 484

XML

Securities - Trading Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	$ 7,256	$ 7,150
Corporate Equity Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	5,172	5,125
Mutual Funds [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	1,612	1,499
Corporate Notes and Bonds [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	250	254
U.S. Government Sponsored Entities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	52	52
Certificates of Deposit [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Trading securities	$ 170	$ 220

XML

Securities - Securities with Unrealized Losses Aggregated by Investment Category and Length of Time that Individual Securities have been in Continuous Unrealized Loss Position (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	$ 187,610	$ 106,735
Less than 12 Months, Unrealized Loss	(2,736)	(771)
12 Months or More, Fair Value	129,911	134,831
12 Months or More, Unrealized Loss	(4,894)	(3,428)
Total, Fair Value	317,521	241,566
Total, Unrealized Loss	(7,630)	(4,199)
U.S. Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	63,833	55,696
Less than 12 Months, Unrealized Loss	(1,262)	(540)
12 Months or More, Fair Value	34,590	34,754
12 Months or More, Unrealized Loss	(492)	(368)
Total, Fair Value	98,423	90,450
Total, Unrealized Loss	(1,754)	(908)
States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	61,022	15,890
Less than 12 Months, Unrealized Loss	(456)	(69)
12 Months or More, Fair Value	4,045	4,104
12 Months or More, Unrealized Loss	(302)	(245)
Total, Fair Value	65,067	19,994
Total, Unrealized Loss	(758)	(314)
Residential and Multi-Family Mortgage [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	50,017	30,144
Less than 12 Months, Unrealized Loss	(913)	(153)
12 Months or More, Fair Value	59,984	63,699
12 Months or More, Unrealized Loss	(2,556)	(1,729)
Total, Fair Value	110,001	93,843
Total, Unrealized Loss	(3,469)	(1,882)
Corporate Notes and Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	5,225	5,005
Less than 12 Months, Unrealized Loss	(38)	(9)
12 Months or More, Fair Value	9,077	9,042
12 Months or More, Unrealized Loss	(421)	(453)
Total, Fair Value	14,302	14,047
Total, Unrealized Loss	(459)	(462)
Pooled SBA [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	7,513	0
Less than 12 Months, Unrealized Loss	(67)	0
12 Months or More, Fair Value	21,272	22,270
12 Months or More, Unrealized Loss	(1,046)	(575)
Total, Fair Value	28,785	22,270
Total, Unrealized Loss	(1,113)	(575)
Other [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 Months, Fair Value	0	0
Less than 12 Months, Unrealized Loss	0	0
12 Months or More, Fair Value	943	962
12 Months or More, Unrealized Loss	(77)	(58)
Total, Fair Value	943	962
Total, Unrealized Loss	$ (77)	$ (58)

XML

Securities - Roll-Forward of Other-Than-Temporary Impairment Amount Related to Credit Losses (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Marketable Securities [Abstract]
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, beginning of period	$ 0	$ 2,071
Credit losses previously recognized on securities sold during the period	0	(2,071)
Additional credit loss for which other-than-temporary impairment was not previously recognized	0	0
Additional credit loss for which other-than-temporary impairment was previously recognized	0	0
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, end of period	$ 0	$ 0

XML

Securities - Information Pertaining to Security Sales (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Investments, Debt and Equity Securities [Abstract]
Proceeds	$ 0	$ 2,183
Gross Gains	0	1,383
Gross Losses	$ 0	$ 0

XML

Securities - Schedule of Contractual Maturity of Securities Available for Sale, Excluding Equity Securities (Detail) $ in Thousands	Mar. 31, 2018 USD ($)
Schedule of Available-for-sale Securities [Line Items]
1 year or less, Amortized Cost	$ 58,820
1 year - 5 years, Amortized Cost	154,027
5 years - 10 years, Amortized Cost	43,991
After 10 years, Amortized Cost	5,719
Total, Amortized Cost	262,557
1 year or less, Fair Value	58,626
1 year - 5 years, Fair Value	154,001
5 years - 10 years, Fair Value	44,236
After 10 years, Fair Value	5,718
Total, Fair Value	262,581
Total debt securities, Amortized Cost	421,697
Total debt securities, Fair Value	417,356
Residential and Multi-Family Mortgage [Member]
Schedule of Available-for-sale Securities [Line Items]
Mortgage & asset backed securities, Amortized Cost	123,995
Mortgage & asset backed securities, Fair Value	120,630
Pooled SBA [Member]
Schedule of Available-for-sale Securities [Line Items]
Mortgage & asset backed securities, Amortized Cost	35,145
Mortgage & asset backed securities, Fair Value	$ 34,145

XML

Loans - Schedule of Net Loans (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Loan Portfolio By Loan Grade [Line Items]
Commercial, industrial, and agricultural	$ 773,473	$ 749,138
Commercial mortgages	694,517	600,065
Residential real estate	725,683	713,347
Credit cards	6,965	6,753
Overdrafts	1,134	352
Less: unearned discount	(3,629)	(3,889)
Less: allowance for loan losses	(20,756)	(19,693)
Net loans	2,255,368	2,126,266
Consumer Portfolio Segment [Member]
Loan Portfolio By Loan Grade [Line Items]
Consumer	$ 77,981	$ 80,193

XML

Loans - Additional Information (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2018 USD ($) Loans	Mar. 31, 2017 Loans	Dec. 31, 2017 USD ($) Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Net unamortized loan fees | $	$ 3,211,000		$ 2,574,000
Percentage of comprised loan, commercial, industrial and agricultural loans	34.00%		35.00%
Percentage of comprised loan, commercial mortgage loans	31.00%		28.00%
Percentage of loan-to-value to business equipment	80.00%
Percentage of loan-to-value to accounts receivable	75.00%
Percentage of loan-to-value to business inventory	60.00%
Percentage of loan-to-value to real estate	85.00%
Percentage of residential real estate loan in portfolio	32.00%		33.00%
Number of Loans | Loans	19		19
Minimum period to be considered for loan to have defaulted	90 days
Principal balances forgiven in connection with loan restructuring | $	$ 0		$ 0
Outstanding balance of semi annual loans	Greater than $1 million
Outstanding balance of annual loans	Less than $1 million
Trouble Debt Restructuring [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of Loans | Loans	0	0
Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maximum percentage of consumer loan and credit card in portfolio	10.00%		10.00%

XML

Loans - Allowance for Loan Losses (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	$ 19,693	$ 16,330
Charge-offs	(726)	(931)
Recoveries	158	131
Provision (benefit) for loan losses	1,631	1,016
Allowance for loan losses, Ending Balance	20,756	16,546
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	6,160	5,428
Charge-offs	(31)	(1)
Recoveries	68	12
Provision (benefit) for loan losses	85	(654)
Allowance for loan losses, Ending Balance	6,282	4,785
Commercial Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	9,007	6,753
Charge-offs	0	0
Recoveries	0	2
Provision (benefit) for loan losses	1,013	602
Allowance for loan losses, Ending Balance	10,020	7,357
Residential Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	2,033	1,653
Charge-offs	0	(68)
Recoveries	3	71
Provision (benefit) for loan losses	16	366
Allowance for loan losses, Ending Balance	2,052	2,022
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	2,179	2,215
Charge-offs	(590)	(735)
Recoveries	49	2
Provision (benefit) for loan losses	427	607
Allowance for loan losses, Ending Balance	2,065	2,089
Credit Cards [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	120	93
Charge-offs	(19)	(58)
Recoveries	7	11
Provision (benefit) for loan losses	15	59
Allowance for loan losses, Ending Balance	123	105
Overdrafts [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses, Beginning Balance	194	188
Charge-offs	(86)	(69)
Recoveries	31	33
Provision (benefit) for loan losses	75	36
Allowance for loan losses, Ending Balance	$ 214	$ 188

XML

Loans - Allowance for Loan Losses and Recorded Investment in Loans by Portfolio Segment (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	$ 22	$ 47
Allowance for loan losses, Collectively evaluated for impairment	14,288	13,957
Allowance for loan losses, Modified in a troubled debt restructuring	6,446	5,689
Acquired with deteriorated credit quality	20,756	19,693	$ 16,546	$ 16,330
Loans:
Loans individually evaluated for impairment	3,310	1,238
Loans collectively evaluated for impairment	2,257,939	2,130,228
Acquired with deteriorated credit quality	1,467,990	1,349,203
Loans modified in a troubled debt restructuring	17,360	17,303
Total ending loans balance	2,279,753	2,149,848
Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	1,144	1,079
Commercial, Industrial, and Agricultural [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	20	47
Allowance for loan losses, Collectively evaluated for impairment	5,984	5,868
Allowance for loan losses, Modified in a troubled debt restructuring	278	245
Acquired with deteriorated credit quality	6,282	6,160	4,785	5,428
Loans:
Loans individually evaluated for impairment	1,418	1,187
Loans collectively evaluated for impairment	766,905	742,738
Acquired with deteriorated credit quality	773,473	749,138
Loans modified in a troubled debt restructuring	5,150	5,213
Total ending loans balance	773,473	749,138
Commercial, Industrial, and Agricultural [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	0	0
Commercial Mortgages [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	2	0
Allowance for loan losses, Collectively evaluated for impairment	3,850	3,563
Allowance for loan losses, Modified in a troubled debt restructuring	6,168	5,444
Acquired with deteriorated credit quality	10,020	9,007	7,357	6,753
Loans:
Loans individually evaluated for impairment	1,892	51
Loans collectively evaluated for impairment	679,271	586,845
Acquired with deteriorated credit quality	694,517	600,065
Loans modified in a troubled debt restructuring	12,210	12,090
Total ending loans balance	694,517	600,065
Commercial Mortgages [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	1,144	1,079
Residential Real Estate [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	0	0
Allowance for loan losses, Collectively evaluated for impairment	2,052	2,033
Allowance for loan losses, Modified in a troubled debt restructuring	0	0
Acquired with deteriorated credit quality	2,052	2,033	2,022	1,653
Loans:
Loans individually evaluated for impairment	0	0
Loans collectively evaluated for impairment	725,683	713,347
Loans modified in a troubled debt restructuring	0	0
Total ending loans balance	725,683	713,347
Residential Real Estate [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	0	0
Consumer [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	0	0
Allowance for loan losses, Collectively evaluated for impairment	2,065	2,179
Allowance for loan losses, Modified in a troubled debt restructuring	0	0
Acquired with deteriorated credit quality	2,065	2,179	2,089	2,215
Loans:
Loans individually evaluated for impairment	0	0
Loans collectively evaluated for impairment	77,981	80,193
Loans modified in a troubled debt restructuring	0	0
Total ending loans balance	77,981	80,193
Consumer [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	0	0
Credit Cards [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	0	0
Allowance for loan losses, Collectively evaluated for impairment	123	120
Allowance for loan losses, Modified in a troubled debt restructuring	0	0
Acquired with deteriorated credit quality	123	120	105	93
Loans:
Loans individually evaluated for impairment	0	0
Loans collectively evaluated for impairment	6,965	6,753
Loans modified in a troubled debt restructuring	0	0
Total ending loans balance	6,965	6,753
Credit Cards [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	0	0
Overdrafts [Member]
Ending allowance balance attributable to loans:
Allowance for loan losses, Individually evaluated for impairment	0	0
Allowance for loan losses, Collectively evaluated for impairment	214	194
Allowance for loan losses, Modified in a troubled debt restructuring	0	0
Acquired with deteriorated credit quality	214	194	$ 188	$ 188
Loans:
Loans individually evaluated for impairment	0	0
Loans collectively evaluated for impairment	1,134	352
Loans modified in a troubled debt restructuring	0	0
Total ending loans balance	1,134	352
Overdrafts [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Ending allowance balance attributable to loans:
Acquired with deteriorated credit quality	0	0
Loans:
Acquired with deteriorated credit quality	$ 0	$ 0

XML

Loans - Loans Individually Evaluated for Impairment Including Loans Modified in Troubled Debt Restructurings by Portfolio Segment (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance, Total	$ 22,683	$ 20,330
Recorded Investment, Total	20,670	18,541
Allowance for Loan Losses Allocated	6,468	5,736
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance, Related Allowance	1,861	1,915
Recorded Investment, Related Allowance	1,852	1,915
Allowance for Loan Losses Allocated	298	292
Unpaid Principal Balance, No Related Allowance	5,478	5,264
Recorded Investment, No Related Allowance	4,716	4,485
Allowance for Loan Losses Allocated, No Related Allowance	0	0
Commercial Mortgages [Member]
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance, Related Allowance	9,290	9,940
Recorded Investment, Related Allowance	9,007	9,731
Allowance for Loan Losses Allocated	6,170	5,444
Unpaid Principal Balance, No Related Allowance	6,054	3,211
Recorded Investment, No Related Allowance	5,095	2,410
Allowance for Loan Losses Allocated, No Related Allowance	0	0
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance, Related Allowance	0	0
Recorded Investment, Related Allowance	0	0
Allowance for Loan Losses Allocated	0	0
Unpaid Principal Balance, No Related Allowance	0	0
Recorded Investment, No Related Allowance	0	0
Allowance for Loan Losses Allocated, No Related Allowance	$ 0	$ 0

XML

Loans - Impaired Financing Receivables with Related and not Related Allowances (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Total	$ 19,491	$ 18,618
Interest Income Recognized, Total	99	179
Cash Basis Interest Recognized, Total	99	179
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Related Allowance	1,884	1,636
Interest Income Recognized, Related Allowance	22	18
Cash Basis Interest Recognized, Related Allowance	22	18
Average Recorded Investment, No Related Allowance	4,600	1,712
Interest Income Recognized, No Related Allowance	46	16
Cash Basis Interest Recognized, No Related Allowance	46	16
Commercial Mortgages [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Related Allowance	9,234	15,270
Interest Income Recognized, Related Allowance	18	145
Cash Basis Interest Recognized, Related Allowance	18	145
Average Recorded Investment, No Related Allowance	3,753	0
Interest Income Recognized, No Related Allowance	13	0
Cash Basis Interest Recognized, No Related Allowance	13	0
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Related Allowance	0	0
Interest Income Recognized, Related Allowance	0	0
Cash Basis Interest Recognized, Related Allowance	0	0
Average Recorded Investment, No Related Allowance	0	0
Interest Income Recognized, No Related Allowance	0	0
Cash Basis Interest Recognized, No Related Allowance	$ 0	$ 0

XML

Loans - Nonaccrual Loans and Loans Past Due over 90 Days Still Accruing Interest by Class of Loans (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	$ 19,750	$ 19,232
Past Due Over 90 Days Still on Accrual	475	477
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	2,737	1,869
Past Due Over 90 Days Still on Accrual	0	78
Commercial Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	11,361	11,065
Past Due Over 90 Days Still on Accrual	0	0
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	5,038	5,470
Past Due Over 90 Days Still on Accrual	425	338
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	614	828
Past Due Over 90 Days Still on Accrual	13	17
Credit Cards [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Nonaccrual	0	0
Past Due Over 90 Days Still on Accrual	$ 37	$ 44

XML

Loans - Aging of Recorded Investment in Past Due Loans (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 14,617	$ 14,761
Loans Not Past Due	2,265,136	2,135,087
Total	2,279,753	2,149,848
30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,345	5,753
60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,535	2,457
Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	7,737	6,551
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,479	4,139
Loans Not Past Due	769,994	744,999
Total	773,473	749,138
Commercial, Industrial, and Agricultural [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,371	2,745
Commercial, Industrial, and Agricultural [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	173	646
Commercial, Industrial, and Agricultural [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	935	748
Commercial Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,031	525
Loans Not Past Due	692,486	599,540
Total	694,517	600,065
Commercial Mortgages [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3	233
Commercial Mortgages [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	314	0
Commercial Mortgages [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,714	292
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	7,632	8,439
Loans Not Past Due	718,051	704,908
Total	725,683	713,347
Residential Real Estate [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,565	2,290
Residential Real Estate [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,596	1,494
Residential Real Estate [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,471	4,655
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,403	1,573
Loans Not Past Due	76,578	78,620
Total	77,981	80,193
Consumer [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	376	454
Consumer [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	447	307
Consumer [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	580	812
Credit Cards [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	72	85
Loans Not Past Due	6,893	6,668
Total	6,965	6,753
Credit Cards [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	30	31
Credit Cards [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	5	10
Credit Cards [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	37	44
Overdrafts [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Loans Not Past Due	1,134	352
Total	1,134	352
Overdrafts [Member] | 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Overdrafts [Member] | 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Overdrafts [Member] | Greater than 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 0	$ 0

XML

Loans - Restructured in Troubled Debt (Detail) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018 USD ($) Loans	Dec. 31, 2017 USD ($) Loans
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	19	19
Loan Balance	$ 17,360	$ 17,303
Specific Reserve	$ 6,446	$ 5,689
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	10	10
Loan Balance	$ 5,150	$ 5,213
Specific Reserve	$ 278	$ 245
Commercial Mortgages [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	9	9
Loan Balance	$ 12,210	$ 12,090
Specific Reserve	$ 6,168	$ 5,444
Residential Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	0	0
Loan Balance	$ 0	$ 0
Specific Reserve	$ 0	$ 0
Consumer [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	0	0
Loan Balance	$ 0	$ 0
Specific Reserve	$ 0	$ 0
Credit Cards [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | Loans	0	0
Loan Balance	$ 0	$ 0
Specific Reserve	$ 0	$ 0

XML

Loans - Schedule of Loan Assigned Risk Rating within 12 Months of Balance Sheet Date (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	$ 1,467,990	$ 1,349,203
Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	773,473	749,138
Commercial Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	694,517	600,065
Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	1,417,246	1,294,733
Pass [Member] | Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	740,558	713,102
Pass [Member] | Commercial Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	676,688	581,631
Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	12,284	21,145
Special Mention [Member] | Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	9,513	16,726
Special Mention [Member] | Commercial Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	2,771	4,419
Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	38,460	33,325
Substandard [Member] | Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	23,402	19,310
Substandard [Member] | Commercial Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	15,058	14,015
Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	0	0
Doubtful [Member] | Commercial, Industrial, and Agricultural [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	0	0
Doubtful [Member] | Commercial Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Financing receivable recorded investment	$ 0	$ 0

XML

Loans - Recorded Investment in Residential, Consumer and Credit Card Loans Based on Payment Activity (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment [Line Items]
Residential real estate	$ 725,683	$ 713,347
Credit cards	6,965	6,753
Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment [Line Items]
Consumer	77,981	80,193
Performing [Member]
Financing Receivable, Recorded Investment [Line Items]
Residential real estate	720,220	707,539
Credit cards	6,928	6,709
Performing [Member] | Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment [Line Items]
Consumer	77,354	79,348
Non-Performing [Member]
Financing Receivable, Recorded Investment [Line Items]
Residential real estate	5,463	5,808
Credit cards	37	44
Non-Performing [Member] | Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment [Line Items]
Consumer	$ 627	$ 845

XML

Loans - Summary of Holiday's Loan Portfolio (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: unearned discount	$ (3,629)	$ (3,889)
Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Consumer	77,981	80,193
Holiday Financial Services Corporation [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: unearned discount	(3,629)	(3,889)
Total	18,263	19,539
Holiday Financial Services Corporation [Member] | Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Consumer	$ 21,892	$ 23,428

XML

Deposits - Total Deposits (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Banking and Thrift [Abstract]
Percentage Change, Checking, non-interest bearing	(3.40%)
Percentage Change, Checking, interest bearing	4.70%
Percentage Change, Savings accounts	1.60%
Percentage Change, Certificates of deposit	3.20%
Percentage change, Total	1.90%
Checking, non-interest bearing	$ 311,052	$ 321,858
Checking, interest bearing	592,075	565,399
Savings accounts	930,108	915,587
Certificates of deposit	376,820	364,971
Total deposits	$ 2,210,055	$ 2,167,815

XML

Earnings Per Share - Additional Information (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Dilutive effects of assumed exercises of stock options	0	0

XML

Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Basic earnings per common share computation:
Net income per consolidated statements of income	$ 7,097	$ 6,480
Net earnings allocated to participating securities	(34)	(39)
Net earnings allocated to common stock	$ 7,063	$ 6,441
Weighted average common shares outstanding, including shares considered participating securities	15,273	14,979
Less: Average participating securities	(72)	(86)
Weighted average shares	15,201	14,893
Basic earnings per common share	$ 0.46	$ 0.43
Diluted earnings per common share computation:
Net earnings allocated to common stock	$ 7,063	$ 6,441
Weighted average common shares outstanding for basic earnings per common share	15,201	14,893
Add: Dilutive effects of assumed exercises of stock options	0	0
Weighted average shares and dilutive potential common shares	15,201	14,893
Diluted earnings per common share	$ 0.46	$ 0.43
Distributed Earnings Allocated to Common Stock [Member]
Basic earnings per common share computation:
Net earnings allocated to common stock	$ 2,509	$ 2,508
Undistributed Earnings Allocated to Common Stock [Member]
Basic earnings per common share computation:
Net earnings allocated to common stock	$ 4,554	$ 3,933

XML

Derivative Instruments - Additional Information (Detail) - USD ($)		3 Months Ended
	May 03, 2011	Mar. 31, 2018	Dec. 31, 2017
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Term of interest rate swap agreement executed	5 years
Interest rate swap inception date	May 03, 2011
Value of subordinated note hedged	$ 10,000,000
Interest rate swap effective date	Sep. 15, 2013
Interest rate		The interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2013 to September 15, 2018 without exchange of the underlying notional amount.
Derivatives designated as fair value hedges		$ 0	$ 0
Accumulated other comprehensive loss estimated		217,000
Collateral amount for counterparty interest rate swap		$ 1,400,000	1,400,000
LIBOR Plus 155 Basis Points [Member]
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Variable rate on the subordinated debt on effective date in case of interest rate swap		LIBOR plus 155 basis points
Variable interest rate on subordinate debt		3.43%
4.02% Fixed Rate Plus 155 Basis Points [Member]
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Variable rate on the subordinated debt on effective date in case of interest rate swap		4.02% fixed rate plus 155 basis points
Interest rate being paid by the corporation		5.57%
Interest Rate Swaps [Member]
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Derivative basis spread on variable rate		1.55%
Derivative fixed interest rate rate basis		4.02%
Cash collateral pledged		$ 750,000	$ 750,000

XML

Derivative Instruments - Amounts and Locations of Activity Related to Interest Rate Swaps Designated as Cash Flow Hedges within Corporation's Consolidated Balance Sheet and Statement of Income (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Derivative [Line Items]
Interest rate contracts	$ 62	$ 55
Accrued Interest and Other Liabilities [Member]
Derivative [Line Items]
Interest rate contract, fair value	(83)		$ (161)
Interest Expense - Subordinated Debentures [Member]
Derivative [Line Items]
Interest expense, Fair Value	(58)	(76)
Other Income [Member]
Derivative [Line Items]
Other income	$ 0	$ 0

XML

Derivative Instruments - Amounts and Locations of Activity Related to Back-to-Back Interest Rate Swaps within Corporation's Consolidated Balance Sheet (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
3rd Party Interest Rate Swaps [Member]
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Notional Amount	$ 11,772,000	$ 11,848,000
Weighted Average Maturity (in years)	7 years 9 months 18 days	8 years
Weighted Average Fixed Rate	4.52%	4.51%
Weighted Average Variable Rate, Description	1 month LIBOR + 2.37%	1 month LIBOR + 2.37%
Weighted Average Variable Rate	2.37%	2.37%
Fair Value	$ (146,000)	$ 149,000
Customer Interest Rate Swaps [Member]
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items]
Notional Amount	$ 11,772,000	$ 11,848,000
Weighted Average Maturity (in years)	7 years 9 months 18 days	8 years
Weighted Average Fixed Rate	4.52%	4.51%
Weighted Average Variable Rate, Description	1 month LIBOR + 2.37%	1 month LIBOR + 2.37%
Weighted Average Variable Rate	2.37%	2.37%
Fair Value	$ 146,000	$ (149,000)

XML

Revenue from Contracts with Customers - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Percetage of primary source of revenue	93.30%

XML

Disaggregation of Revenue Derived from Contracts with Customers (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Non-interest Income
Service charges on deposit accounts	$ 1,247	$ 1,090
Wealth and asset management fees	1,030	871
Mortgage banking	208	184
Card processing and interchange income	971	878
Net gains (losses) on sales of securities	0	1,383
Other income	1,295	1,367
Total non-interest income	$ 4,751	$ 5,773

XML

Contingency - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Mar. 28, 2018
Commitments and Contingencies Disclosure [Abstract]
Sales tax examination excluding penalties and interest accrued		$ 824
Sales tax examination penalties and interest accrued		339
Sales tax examination liability refund adjustment from settlement with tax authority		$ 1,163
Sales tax contingent liabilities	$ 96