1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses...

44

Transcript of 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses...

Page 1: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

rsquo

rsquo

1 ST SUMMIT BANCORP of Johnstown Inc is an independent holding company headquartered in Johnstown

Pennsylvania The Company provides a wide range of banking trust financial and

investment services to consumer corporate municipal nonprofit and institutional

customers and clients These services are provided by the Company s subsidiaries

1ST SUMMIT BANK 1ST SUMMIT Trust and Investment Services and Cambria Thrift

Consumer Discount Company

The Company s roots began in 1924 with a single office Salix State Bank After 93

years of growth there are currently 20 offices located throughout Cambria Somerset

Indiana Blair and Westmoreland counties

-

-

-

mdash mdash mdash mdash mdash mdash mdash mdash mdash

2017 F INANC IAL H IGHL IGHTS

(In thousands except per share data)

Year Ended December 31 2017 2016 2015 Change Over Prior Year

Adjusted Net Income $ 10826 $ 10136 $ 9910 + 7 Net Income 9892 10136 9910 2 Cash Dividends 2889 2627 2449 +10

Per Share Adjusted Net Income $ 986 $ 922 $ 902 + 7 Net Income 901 922 902 2 Cash Dividends 263 239 223 +10 Book Value 8657 8036 7600 + 8 Market Value 11300 10400 9600 + 9

Financial Position Assets $1041013 $ 996919 $ 948636 + 4 Deposits 908751 867066 816022 + 5 Net Loans 505564 492012 468570 + 3 Investment Securities 491069 448897 437253 + 9 Trust and Investment Assets 296786 270947 250481 +10 Shareholdersrsquo Equity 95094 88330 83467 + 8 Allowance for Loan Losses 5884 6328 6149 7

Selected Financial Ratios Adjusted Return

on Average Assets 106 104 107 Return on Average Assets 097 104 107 Adjusted Return

on Average Equity 1159 1153 1225 Return on Average Equity 1059 1153 1225 Return on Adjusted Equity 1065 1187 1272 Equity Capital to Total Assets 913 886 880 Tier 1 Capital to Total Assets 978 953 922 Allowance for

Loan Losses to Loans 115 127 130 Non-performing Assets

to Total Assets 025 024 020

This calculation is a non-GAAP measure which excludes the one-time tax adjustment of $933398 in 2017 triggered by the Tax Reform Bill 1ST SUMMIT BANCORP amp SUBSIDIARIES

2017WHAT AN EXCITING YEAR Early in 2017 1ST SUMMIT BANCORPrsquos assets exceeded $1 billion

for the first time and finished the year at $1041 billion The Company had its 10th straight year of record

earnings before a special tax adjustment was triggered due to the signing of the Tax Reform Bill And

TO OUR SHAREHOLDERS

during the summer 1ST SUMMIT BANK was awarded the naming rights to the iconic Cambria

County War Memorial Arena the regionrsquos major events center It is now known as 1ST SUMMIT ARENA

Cambria County War Memorial

The theme of the report is ldquoMaking a Differencerdquo Throughout the pages are highlights that show how

we made a difference for our Shareholders our Customers our Communities and our Professionals

2017 marked the 10th straight year of record earnings as net income was $108 million before a one-time

deferred tax adjustment due to the new Tax Reform Bill which reduced earnings to $99 million Earnings

per share totalled $901 Without the deferred tax adjustment earnings per share would have been

$986 or a $64 increase The increase in core earnings was the result of an improved interest margin

and higher noninterest income This increase was partially offset by a higher provision for loan losses

and increased operating expenses Adjusted net income was up 7 over the prior year

In spite of this adjustment it was encouraging to see Shareholders be rewarded by a strong overall

return on the Common Stock as well as the 41st consecutive year of a cash dividend increase Total

shareholder return was 1107 and the cash dividend increased 10 to $263 a share a $24 jump

We continued to meet customersrsquo and clientsrsquo needs as evidenced by our growth Average deposits

grew $47 million and included significant increases in transaction volumes check card usage and

mobile banking We added more features and services to provide speed ease and safety for our

customersrsquo banking

TOTAL ASSETS in millions

$1041

1ST SUMMIT BANCORP amp SUBSIDIARIES

$ 911Assets have grown tenfold

$819 since 1990 to more than $ 741 $1 billion

$613

$522

$415

$301

$219

$100

90 99 02 05 08 09 11 12 14 17

2

As usual we helped borrowers buy build or remodel homes businesses open or expand consumers

buy automobiles finance their childrenrsquos education or meet necessary expenses We originated more

than $117 million in new loans during the year

Asset quality continued to be strong as non-performing assets were only 25 of assets The Allowance

for Loan Losses declined slightly to 115 due to one problem credit but the ALLL ratio was still higher than

comparable banks We maintain a conservative risk tolerance for lending but always find creative

ways to help deserving borrowers

William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 passed

away in 2017 During his tenure Bill was instrumental in the growth and dynamic transformation of the

Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill He

contributed a great deal to the Companyrsquos success and will be missed

Throughout the year preparations took place in order to pass the billion dollar threshold Banks at this

level have additional regulatory compliance and scrutiny Our external auditors will perform further testing

of our controls to ensure adequate systems exist Although we will experience additional costs and

more reporting it will help make an already strong Bank even stronger

Much has been written about how community banks will need to be much larger in order to compete and

comply in a more complex environment We have invested and will continue to invest in technology

develop new products that customers demand and add appropriate staff to meet these needs This

will allow us to remain competitive and continue to make a difference for our customers and communi-

ties As a purpose-driven company we are dedicated to helping our region grow and prosper while en-

hancing shareholder value year after year

2017rsquos performance could not have happened without the support of our Shareholders and the efforts

of the team at 1ST SUMMIT BANCORP The dedication and commitment to our success is truly appreciated

With this support we believe we can continue to make a difference as we move forward

Joseph R Kondisko Elmer C Laslo Chairman President and CEO

1ST SUMMIT BANCORP amp SUBSIDIARIES

3

38American Banker magazine

rated 1ST SUMMIT the

38th Most Profitable

MAK ING A D IFFERENCE

Community Bank in the US$ for 3-year average Return on Equity 1billion

In February 2017

Total Assets exceeded the 86 $1 billion mark for the first time m i l l i o n Being one billion in assets The Bank should help the bank

processed more than absorb costs and be able 86 million transactionsto compete in the future

This included checks

online banking check card

transactions and other

forms of business

a special tax adjustment

was recorded at year-end

11000 volunteer hours

were logged by the Companyrsquos Professionals in 2017

to support charitable and civic causes that

promoted the regionrsquos quality of life and helped the less

fortunate As an example our Professionals collected supplies

for the victims of Hurricane Harvey then helped organize and

load tractor trailers to transport the donations to Texas

10th

2017 marked the 10th straight year of record earnings before

1ST SUMMIT BANCORP amp SUBSIDIARIES

4

The Common stock price rose $900 a share during the year to $11300 by

December 31st Including the dividend yield

$113 Total Shareholder Return was 1107

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 2: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

-

-

-

mdash mdash mdash mdash mdash mdash mdash mdash mdash

2017 F INANC IAL H IGHL IGHTS

(In thousands except per share data)

Year Ended December 31 2017 2016 2015 Change Over Prior Year

Adjusted Net Income $ 10826 $ 10136 $ 9910 + 7 Net Income 9892 10136 9910 2 Cash Dividends 2889 2627 2449 +10

Per Share Adjusted Net Income $ 986 $ 922 $ 902 + 7 Net Income 901 922 902 2 Cash Dividends 263 239 223 +10 Book Value 8657 8036 7600 + 8 Market Value 11300 10400 9600 + 9

Financial Position Assets $1041013 $ 996919 $ 948636 + 4 Deposits 908751 867066 816022 + 5 Net Loans 505564 492012 468570 + 3 Investment Securities 491069 448897 437253 + 9 Trust and Investment Assets 296786 270947 250481 +10 Shareholdersrsquo Equity 95094 88330 83467 + 8 Allowance for Loan Losses 5884 6328 6149 7

Selected Financial Ratios Adjusted Return

on Average Assets 106 104 107 Return on Average Assets 097 104 107 Adjusted Return

on Average Equity 1159 1153 1225 Return on Average Equity 1059 1153 1225 Return on Adjusted Equity 1065 1187 1272 Equity Capital to Total Assets 913 886 880 Tier 1 Capital to Total Assets 978 953 922 Allowance for

Loan Losses to Loans 115 127 130 Non-performing Assets

to Total Assets 025 024 020

This calculation is a non-GAAP measure which excludes the one-time tax adjustment of $933398 in 2017 triggered by the Tax Reform Bill 1ST SUMMIT BANCORP amp SUBSIDIARIES

2017WHAT AN EXCITING YEAR Early in 2017 1ST SUMMIT BANCORPrsquos assets exceeded $1 billion

for the first time and finished the year at $1041 billion The Company had its 10th straight year of record

earnings before a special tax adjustment was triggered due to the signing of the Tax Reform Bill And

TO OUR SHAREHOLDERS

during the summer 1ST SUMMIT BANK was awarded the naming rights to the iconic Cambria

County War Memorial Arena the regionrsquos major events center It is now known as 1ST SUMMIT ARENA

Cambria County War Memorial

The theme of the report is ldquoMaking a Differencerdquo Throughout the pages are highlights that show how

we made a difference for our Shareholders our Customers our Communities and our Professionals

2017 marked the 10th straight year of record earnings as net income was $108 million before a one-time

deferred tax adjustment due to the new Tax Reform Bill which reduced earnings to $99 million Earnings

per share totalled $901 Without the deferred tax adjustment earnings per share would have been

$986 or a $64 increase The increase in core earnings was the result of an improved interest margin

and higher noninterest income This increase was partially offset by a higher provision for loan losses

and increased operating expenses Adjusted net income was up 7 over the prior year

In spite of this adjustment it was encouraging to see Shareholders be rewarded by a strong overall

return on the Common Stock as well as the 41st consecutive year of a cash dividend increase Total

shareholder return was 1107 and the cash dividend increased 10 to $263 a share a $24 jump

We continued to meet customersrsquo and clientsrsquo needs as evidenced by our growth Average deposits

grew $47 million and included significant increases in transaction volumes check card usage and

mobile banking We added more features and services to provide speed ease and safety for our

customersrsquo banking

TOTAL ASSETS in millions

$1041

1ST SUMMIT BANCORP amp SUBSIDIARIES

$ 911Assets have grown tenfold

$819 since 1990 to more than $ 741 $1 billion

$613

$522

$415

$301

$219

$100

90 99 02 05 08 09 11 12 14 17

2

As usual we helped borrowers buy build or remodel homes businesses open or expand consumers

buy automobiles finance their childrenrsquos education or meet necessary expenses We originated more

than $117 million in new loans during the year

Asset quality continued to be strong as non-performing assets were only 25 of assets The Allowance

for Loan Losses declined slightly to 115 due to one problem credit but the ALLL ratio was still higher than

comparable banks We maintain a conservative risk tolerance for lending but always find creative

ways to help deserving borrowers

William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 passed

away in 2017 During his tenure Bill was instrumental in the growth and dynamic transformation of the

Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill He

contributed a great deal to the Companyrsquos success and will be missed

Throughout the year preparations took place in order to pass the billion dollar threshold Banks at this

level have additional regulatory compliance and scrutiny Our external auditors will perform further testing

of our controls to ensure adequate systems exist Although we will experience additional costs and

more reporting it will help make an already strong Bank even stronger

Much has been written about how community banks will need to be much larger in order to compete and

comply in a more complex environment We have invested and will continue to invest in technology

develop new products that customers demand and add appropriate staff to meet these needs This

will allow us to remain competitive and continue to make a difference for our customers and communi-

ties As a purpose-driven company we are dedicated to helping our region grow and prosper while en-

hancing shareholder value year after year

2017rsquos performance could not have happened without the support of our Shareholders and the efforts

of the team at 1ST SUMMIT BANCORP The dedication and commitment to our success is truly appreciated

With this support we believe we can continue to make a difference as we move forward

Joseph R Kondisko Elmer C Laslo Chairman President and CEO

1ST SUMMIT BANCORP amp SUBSIDIARIES

3

38American Banker magazine

rated 1ST SUMMIT the

38th Most Profitable

MAK ING A D IFFERENCE

Community Bank in the US$ for 3-year average Return on Equity 1billion

In February 2017

Total Assets exceeded the 86 $1 billion mark for the first time m i l l i o n Being one billion in assets The Bank should help the bank

processed more than absorb costs and be able 86 million transactionsto compete in the future

This included checks

online banking check card

transactions and other

forms of business

a special tax adjustment

was recorded at year-end

11000 volunteer hours

were logged by the Companyrsquos Professionals in 2017

to support charitable and civic causes that

promoted the regionrsquos quality of life and helped the less

fortunate As an example our Professionals collected supplies

for the victims of Hurricane Harvey then helped organize and

load tractor trailers to transport the donations to Texas

10th

2017 marked the 10th straight year of record earnings before

1ST SUMMIT BANCORP amp SUBSIDIARIES

4

The Common stock price rose $900 a share during the year to $11300 by

December 31st Including the dividend yield

$113 Total Shareholder Return was 1107

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

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19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

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21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

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22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 3: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

2017WHAT AN EXCITING YEAR Early in 2017 1ST SUMMIT BANCORPrsquos assets exceeded $1 billion

for the first time and finished the year at $1041 billion The Company had its 10th straight year of record

earnings before a special tax adjustment was triggered due to the signing of the Tax Reform Bill And

TO OUR SHAREHOLDERS

during the summer 1ST SUMMIT BANK was awarded the naming rights to the iconic Cambria

County War Memorial Arena the regionrsquos major events center It is now known as 1ST SUMMIT ARENA

Cambria County War Memorial

The theme of the report is ldquoMaking a Differencerdquo Throughout the pages are highlights that show how

we made a difference for our Shareholders our Customers our Communities and our Professionals

2017 marked the 10th straight year of record earnings as net income was $108 million before a one-time

deferred tax adjustment due to the new Tax Reform Bill which reduced earnings to $99 million Earnings

per share totalled $901 Without the deferred tax adjustment earnings per share would have been

$986 or a $64 increase The increase in core earnings was the result of an improved interest margin

and higher noninterest income This increase was partially offset by a higher provision for loan losses

and increased operating expenses Adjusted net income was up 7 over the prior year

In spite of this adjustment it was encouraging to see Shareholders be rewarded by a strong overall

return on the Common Stock as well as the 41st consecutive year of a cash dividend increase Total

shareholder return was 1107 and the cash dividend increased 10 to $263 a share a $24 jump

We continued to meet customersrsquo and clientsrsquo needs as evidenced by our growth Average deposits

grew $47 million and included significant increases in transaction volumes check card usage and

mobile banking We added more features and services to provide speed ease and safety for our

customersrsquo banking

TOTAL ASSETS in millions

$1041

1ST SUMMIT BANCORP amp SUBSIDIARIES

$ 911Assets have grown tenfold

$819 since 1990 to more than $ 741 $1 billion

$613

$522

$415

$301

$219

$100

90 99 02 05 08 09 11 12 14 17

2

As usual we helped borrowers buy build or remodel homes businesses open or expand consumers

buy automobiles finance their childrenrsquos education or meet necessary expenses We originated more

than $117 million in new loans during the year

Asset quality continued to be strong as non-performing assets were only 25 of assets The Allowance

for Loan Losses declined slightly to 115 due to one problem credit but the ALLL ratio was still higher than

comparable banks We maintain a conservative risk tolerance for lending but always find creative

ways to help deserving borrowers

William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 passed

away in 2017 During his tenure Bill was instrumental in the growth and dynamic transformation of the

Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill He

contributed a great deal to the Companyrsquos success and will be missed

Throughout the year preparations took place in order to pass the billion dollar threshold Banks at this

level have additional regulatory compliance and scrutiny Our external auditors will perform further testing

of our controls to ensure adequate systems exist Although we will experience additional costs and

more reporting it will help make an already strong Bank even stronger

Much has been written about how community banks will need to be much larger in order to compete and

comply in a more complex environment We have invested and will continue to invest in technology

develop new products that customers demand and add appropriate staff to meet these needs This

will allow us to remain competitive and continue to make a difference for our customers and communi-

ties As a purpose-driven company we are dedicated to helping our region grow and prosper while en-

hancing shareholder value year after year

2017rsquos performance could not have happened without the support of our Shareholders and the efforts

of the team at 1ST SUMMIT BANCORP The dedication and commitment to our success is truly appreciated

With this support we believe we can continue to make a difference as we move forward

Joseph R Kondisko Elmer C Laslo Chairman President and CEO

1ST SUMMIT BANCORP amp SUBSIDIARIES

3

38American Banker magazine

rated 1ST SUMMIT the

38th Most Profitable

MAK ING A D IFFERENCE

Community Bank in the US$ for 3-year average Return on Equity 1billion

In February 2017

Total Assets exceeded the 86 $1 billion mark for the first time m i l l i o n Being one billion in assets The Bank should help the bank

processed more than absorb costs and be able 86 million transactionsto compete in the future

This included checks

online banking check card

transactions and other

forms of business

a special tax adjustment

was recorded at year-end

11000 volunteer hours

were logged by the Companyrsquos Professionals in 2017

to support charitable and civic causes that

promoted the regionrsquos quality of life and helped the less

fortunate As an example our Professionals collected supplies

for the victims of Hurricane Harvey then helped organize and

load tractor trailers to transport the donations to Texas

10th

2017 marked the 10th straight year of record earnings before

1ST SUMMIT BANCORP amp SUBSIDIARIES

4

The Common stock price rose $900 a share during the year to $11300 by

December 31st Including the dividend yield

$113 Total Shareholder Return was 1107

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 4: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

As usual we helped borrowers buy build or remodel homes businesses open or expand consumers

buy automobiles finance their childrenrsquos education or meet necessary expenses We originated more

than $117 million in new loans during the year

Asset quality continued to be strong as non-performing assets were only 25 of assets The Allowance

for Loan Losses declined slightly to 115 due to one problem credit but the ALLL ratio was still higher than

comparable banks We maintain a conservative risk tolerance for lending but always find creative

ways to help deserving borrowers

William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 passed

away in 2017 During his tenure Bill was instrumental in the growth and dynamic transformation of the

Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill He

contributed a great deal to the Companyrsquos success and will be missed

Throughout the year preparations took place in order to pass the billion dollar threshold Banks at this

level have additional regulatory compliance and scrutiny Our external auditors will perform further testing

of our controls to ensure adequate systems exist Although we will experience additional costs and

more reporting it will help make an already strong Bank even stronger

Much has been written about how community banks will need to be much larger in order to compete and

comply in a more complex environment We have invested and will continue to invest in technology

develop new products that customers demand and add appropriate staff to meet these needs This

will allow us to remain competitive and continue to make a difference for our customers and communi-

ties As a purpose-driven company we are dedicated to helping our region grow and prosper while en-

hancing shareholder value year after year

2017rsquos performance could not have happened without the support of our Shareholders and the efforts

of the team at 1ST SUMMIT BANCORP The dedication and commitment to our success is truly appreciated

With this support we believe we can continue to make a difference as we move forward

Joseph R Kondisko Elmer C Laslo Chairman President and CEO

1ST SUMMIT BANCORP amp SUBSIDIARIES

3

38American Banker magazine

rated 1ST SUMMIT the

38th Most Profitable

MAK ING A D IFFERENCE

Community Bank in the US$ for 3-year average Return on Equity 1billion

In February 2017

Total Assets exceeded the 86 $1 billion mark for the first time m i l l i o n Being one billion in assets The Bank should help the bank

processed more than absorb costs and be able 86 million transactionsto compete in the future

This included checks

online banking check card

transactions and other

forms of business

a special tax adjustment

was recorded at year-end

11000 volunteer hours

were logged by the Companyrsquos Professionals in 2017

to support charitable and civic causes that

promoted the regionrsquos quality of life and helped the less

fortunate As an example our Professionals collected supplies

for the victims of Hurricane Harvey then helped organize and

load tractor trailers to transport the donations to Texas

10th

2017 marked the 10th straight year of record earnings before

1ST SUMMIT BANCORP amp SUBSIDIARIES

4

The Common stock price rose $900 a share during the year to $11300 by

December 31st Including the dividend yield

$113 Total Shareholder Return was 1107

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 5: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

38American Banker magazine

rated 1ST SUMMIT the

38th Most Profitable

MAK ING A D IFFERENCE

Community Bank in the US$ for 3-year average Return on Equity 1billion

In February 2017

Total Assets exceeded the 86 $1 billion mark for the first time m i l l i o n Being one billion in assets The Bank should help the bank

processed more than absorb costs and be able 86 million transactionsto compete in the future

This included checks

online banking check card

transactions and other

forms of business

a special tax adjustment

was recorded at year-end

11000 volunteer hours

were logged by the Companyrsquos Professionals in 2017

to support charitable and civic causes that

promoted the regionrsquos quality of life and helped the less

fortunate As an example our Professionals collected supplies

for the victims of Hurricane Harvey then helped organize and

load tractor trailers to transport the donations to Texas

10th

2017 marked the 10th straight year of record earnings before

1ST SUMMIT BANCORP amp SUBSIDIARIES

4

The Common stock price rose $900 a share during the year to $11300 by

December 31st Including the dividend yield

$113 Total Shareholder Return was 1107

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

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N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

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20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

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N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

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N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

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23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

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N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 6: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

201 Operating expenses

as a percentage

of assets were only

201 a ratio

significantly lower than industry averages

Shareholders received an 41st increased Cash Dividend for the

41st consecutive yearhellipa record held

by only a handful of banks in the USA

The total cash paid to shareholders

was almost $29 million

171ST SUMMIT BANK was selected as one of the

Best Places to Work in PA for the

17th straight yearthe only company in PA to claim this honor Pictured above are some of

our Professionals at one of our company outings

forming the number 17 to celebrate this honor

The PrimeTimersrsquo Club

9years

1ST SUMMIT was voted as our most popular checking account invites thousands Simply the Best Bankof members to various picnics Holiday Galas movies

by readers of the bingo and trips throughout the year Some of our Tribune-Democrat newspaper PrimeTimersrsquo Club members are shown here at

for 9th time The Pyramids in Johnstownmdashone of five

Holiday Galas held throughout our region

1ST SUMMIT BANCORP amp SUBSIDIARIES

5

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 7: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

50 1ST SUMMIT received an

Extraordinary Banking AwardTM

sponsored by The Emmerich Group Inc

The award is given to 50

of the most highly effective and

We try harder

1ST SUMMIT was rated the

As part of our PrimeTimersrsquo Club holiday galas community-focused banks in the US

customers donated 81boxes Winners were chosen by a

of non-perishable food for several special panel of bankers at an event

food banks in our 5-county market area held in Minneapolis in September

Additionally the Bank donated

to these food banks

2$5300 in cash

2nd best performing bank of all Pennsylvania-based financial

4075 1ST SUMMIT was 40 of 75

institutions for its overall financial

100

performance in the first quarter of 2017

by the FMC Report

TOP banks selected as the countryrsquos

Best Banks to Work For by American Banker magazine 1ST SUMMIT BANK

Banks of all sizes competed for the honor was once again selected

as a Top 100 Organization by PA Business Central

a business publication that covers

In 2017 Elmer C Laslo President amp CEO a 23-county region

in western and celebrated his 40th central Pennsylvania year as Chief Executive Officer

1ST SUMMIT BANCORP amp SUBSIDIARIES

6

of 1ST SUMMIT BANK and its predecessors

Summit Bank and Salix State Bank

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

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26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 8: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

I NVESTED IN OUR COMMUNIT IES

A significant milestone was accomplished as 1ST SUMMIT BANK was awarded the naming rights to

the iconic Cambria County War Memorial in Johnstown for the next 10 years This facility the regionrsquos

top events center hosts concerts meetings and regional athletic events and is host to the Johnstown

Tomahawks hockey team that competes in the North American Hockey League

This project will benefit the residents of Johnstown and surrounding communities It will provide

funds for more entertainment events to be held each year Also the funds will allow for Arena upgrades

expansion of veteransrsquo activities support for youth hockey programs and will save county

taxpayersrsquo dollars

1ST SUMMIT CAMBRIA COUNTY WAR MEMORIAL

Chopper the mascot for the Johnstown Tomahawks is a big fan of the new ATM machine that was installed at the Arena

Signage with the new logo throughout the Arena was unveiled at the home opener of the Tomahawks which was sponsored by 1ST SUMMIT BANK The celebration included pre-game fireworks in the arena before the puck drop

1ST SUMMIT BANCORP amp SUBSIDIARIES

A press conference was held at the 1ST SUMMIT ARENA to announce the naming rights

7

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 9: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

BOARD OF D IRECTORS

Joseph R Kondisko John W McCall Chairman Vice President 1ST SUMMIT BANCORP McCall Motors Inc amp 1ST SUMMIT BANK

Stephen G ZamiasPresident K Management Group Vice Chairman

Elmer C Laslo Zamias Services Inc President amp CEO

Edward J Sheehan Jr1ST SUMMIT BANCORP President amp CEOamp 1ST SUMMIT BANK Concurrent Technologies Corp

Rex W McQuaide Esq Vice President amp Corporate Counsel WC McQuaide Inc

IN MEMORIAM

WILL IAM F MCQUAIDE

1934 - 2017

It is with great sadness that we note the passing of William F McQuaide former Chairman and longstanding Board Member from 1969 to 2006 Bill was a key executive at WC McQuaide Inc and was recently inducted into the JohnstownCambria County

Business Hall of Fame During his tenure at 1ST SUMMIT he was instrumental in the growth and dynamic transformation of the Bank and Holding Company He was still active as Chairman Emeritus last year before he became ill Bill contributed a great deal to the Companyrsquos success and will be missed

Michael E Ondesko Jr President Dunlo Transfer Co Inc

Robert P Gardill II President General American Resources

Jacqueline M Martella Co-Owner Martellarsquos Pharmacies President amp CEO Boswell PrescriptionBoswell Pharmacy Services LLC

Currently serves on 1ST SUMMIT BANK Board only

D IRECTORS EMER IT I

William G McKelvey

Barry M Alberter

Dominic A Bellvia

Robert P Gardill

1ST SUMMIT BANCORP amp SUBSIDIARIES

1ST SUMMIT BANCORP CORPORATE OFF ICERS

Joseph R Kondisko Jeffry D Cramer Donald F Yeager Chairman of the Board Executive Vice President Senior Vice President

Elmer C Laslo Carol A Myers Polly A Previte President amp Chief Executive Officer Executive Vice President amp Treasurer Senior Vice President

Timothy W Smith Michael Seigh Senior Vice President amp Secretary Senior Vice President amp Assistant Treasurer

8

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 10: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

1ST SUMMIT BANK LEADERSH IP TEAM

Elmer C Laslo Carol A Myers Donald F Yeager President amp Chief Executive Officer Executive Vice President Sr Vice President amp

Jeffry D Cramer Treasurer amp Chief Financial Officer Retail Banking Group Head

Executive Vice President amp Timothy W Smith Polly A Previte Chief Lending Officer Sr Vice President Secretary amp Sr Vice President amp Operations Officer

Information Systems Officer

1ST SUMMIT BANK AREA BOARDS

NORTHERN AREA SOUTHERN AREA WESTERN AREA

George E Letcher Jr CPA Charles F Erickson Jr Joseph R Green Professor Emeritus CEO Allegheny Logistics Center Attorney at Law University of Pittsburgh at Johnstown

Leah Spangler EdD Stephen W Osborne Anthony F Pacifico CEO The Learning Lamp Professor of Management

Partner A amp M Pacific Associates amp Ignite Education Solutions Director-Small Business Institute

President Pacific Hospitality

Paul J Calandra

F Nicholas Jacobs Principal

Corporate Relations amp Internship Coordinator Indiana University of Pennsylvania

Vice President amp General Manager Sunstone Management Resources Eric E Bononi CPA Esquire

Cresson SteelJennmar Corp Mark J Duray Bononi and Company PC

Jeffrey R Holtz President amp Chief Operating Officer David S Gehlman

Broker Citizensrsquo Cemetery Association President Ligonier Creamery LLC

Holtz amp Associates Real Estate Mark R Tercek Ronald M Devine

Marie E Polinsky Retired Chief Executive Officer

President LCT Energy

Edward L Wian

Senior Vice President Consulting Services CBIZ Insurance Services

Choices People Supporting People Inc President Douglas R McIlwain

Michael J Bellvia Tri-County Motor Sales Inc President McIlwain Charters

Vice President Steven L Remaley Pro Disposal Inc Chief Operating Officer President amp

Gerald M Moschgat Managing Director-Roy amp Associates PC

PharmacistOwner Mainline Pharmacy Co-Owner Mainline Vision amp Eyewear

CAMBRIA THRIFT CONSUMER DISCOUNT COMPANY

O F F I C E R S D I R E C T O R S

Elmer C Laslo Elmer C Laslo John W McCall Chairman amp Chief Executive Officer President amp Chief Executive Officer Vice President

Jeffry D Cramer President amp Treasurer

Connie B Hobbs Senior Vice President Secretary amp Assistant Treasurer

1ST SUMMIT BANK

Jeffry D Cramer Executive Vice President amp Chief Lending Officer 1ST SUMMIT BANK

Joseph R Kondisko President K Management Group Inc

McCall Motors Inc

Stephen G Zamias Vice Chairman Zamias Services Inc

Edward J Sheehan Jr President amp Chief Executive Officer Concurrent Technologies Corp

Rex W McQuaide Esq Vice President and Corporate Counsel WC McQuaide Inc

1ST SUMMIT BANCORP amp SUBSIDIARIES

9

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 11: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

1ST SUMMIT BANK OPERATING OFFICERS1ST SUMMIT BANCORP amp SUBSIDIARIES

Elmer C Laslo Kenneth R Szczur Connie L Weyandt Gregory D Petrilla President amp Vice President amp Assistant Vice President amp Assistant Vice President Chief Executive Officer Sr Business Development Sr Bankwide Auditor amp Sr Personal Banking

Officer-Western Region Officer-Portage Jeffry D Cramer Kathleen L Burkett Executive Vice President amp Leeann K Wyland Assistant Vice President amp Lawrence Albertelli Chief Lending Officer Vice President amp Executive Sr Technology Officer Assistant Vice President amp

Assistant to the CEO Sr Credit Administration Officer Carol A Myers Jeannine M Goncher Executive Vice President Julie A Edwards Assistant Vice President amp Kelly L Goncher Treasurer amp Chief Financial Vice President amp General Auditor Human Resources Officer Assistant Vice President amp Officer Sr Loan Officer

Lori R Baumgardner Pamela H Carroll Timothy W Smith Vice President amp Assistant Vice President amp Brian W Britton Sr Vice President Sr Marketing Director Community Reinvestment Assistant Treasurer amp Secretary amp Information Systems Officer Scott A Magnetti

Officer Sr Electronic Banking Officer

Vice President amp Ramona Licastro Julie A Mikolich Donald F Yeager Sr Business Development Assistant Vice President amp Assistant Secretary amp Sr Vice President amp Retail Banking Group Head

Officer-Northern Region Credit Quality Officer Personal Banking Officer-Parkhill

Polly A Previte Gary L Bentz Vice President amp

Susan J McQuillen Assistant Vice President amp Peter J Nastase

Sr Vice President amp Operations Officer

Sr Business Development Officer-Southern Region

Bookkeeping Operations Officer

Assistant Secretary amp Personal Banking Officer-Cresson

Michael Seigh Paul M Kundrod Christine R Serre Sr Vice President of Finance Assistant Vice President amp Assistant Vice President amp Jennifer L Swinger

Robert J Salerno Sr Vice President of

Consumer Loan Department Head

Sr Personal Banking Officer-Sidman

Assistant Treasurer amp Assistant Controller

Business Development

Domenic M Cagliuso Vice President amp Sr Trust and Investment Services

Leslie N Morgenstern Assistant Vice President amp Credit Administration Department Head

Christina L Hines Assistant Vice President amp Regional Personal Banking Officer-Ebensburg

Sarah A Zajdel Assistant Secretary amp Community Office Customer Service Officer

Department Head

Russell E Gillman Vice President amp Sr Commercial Loan Department Head

Sean P Lewis Vice President amp Sr Corporate Business Development Officer

Stacy L Martin Assistant Vice President amp Mortgage Loan Department Head

J Ilene Boughner Assistant Vice President Regional Lender amp Sr Personal Banking Officer-Indiana

Richard F Chimelewski

Tonya M Kelly Assistant Vice President amp Sr Personal Banking Officer-Downtown Johnstown

Eleanore B Bucchi Assistant Vice President amp Regional Personal Banking Officer Westmoreland Co

Jason R Miller Assistant Secretary amp Customer Service Officer-Salix

Elliott T Sumner Assistant Secretary amp Network Engineer

Jessica M Marshall Assistant Secretary amp

Assistant Vice President amp Susan A Martin Operational Risk and Susan K Stem Vice President amp Customer Service Coordinator

John E Kubinsky Vice President amp Loan Group Business Development Officer

Wealth Management Business Development Officer

Jerry F Updyke Assistant Vice President amp Sr Loan Officer

Kathy J Berkebile Assistant Vice President amp

Assistant Vice President amp Sr Personal Banking Officer-Westmont

Mary E Woy Assistant Vice President amp Sr Personal Banking Officer-Somerset

Compliance Officer

Annette M Rose Assistant Secretary amp Trust Administration Officer

Joseph P Ivock Assistant Treasurer amp Data Center Officer

Sr Loan Officer

10

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 12: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

I N D E P E N D E N T A U D I T O R rsquo S R E P O R T

Board of Directors and Stockholders 1ST SUMMIT BANCORP of Johnstown Inc Johnstown Pennsylvania

Report on the Financial Statements We have audited the accompanying consolidated financial statements of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries which comprise the consolidated balance sheet as of December 31 2017 and 2016 the related consolidated statements of income comprehensive income changes in stockholdersrsquo equity and cash flows for the years then ended and the related notes to the consolidated financial statements

Managementrsquos Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accorshydance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditorrsquos judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entityrsquos preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entityrsquos internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of 1ST SUMMIT BANCORP of Johnstown Inc and subsidiaries as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Cranberry Township Pennsylvania February 23 2018

1ST SUMMIT BANCORP amp SUBSIDIARIES

SR Snodgrass PC

2100 Corporate Drive Suite 400 Cranberry Township PA 15090-8399 Phone 724-934-0344 Facsimile 724-934-0345

11

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

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25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 13: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

C O N S O L I D AT E D B A L A N C E S H E E T

December 31 2017

ASSETS Cash and due from banks $ 8428211 $ Interest-bearing deposits in banks 74542

Cash and cash equivalents 8502753

Investment securities available for sale 263454594 Investment securities held to maturity (fair value 227614343

of $225828467 and $248858489) Loans 511448551 Less allowance for loan losses 5884409

Net loans 505564142

Premises and equipment net 9670689 Goodwill 388768 Bank-owned life insurance 12972719 Accrued interest receivable 3513126 Federal Home Loan Bank stock 1721800 Other assets 7610465

TOTAL ASSETS $ 1041013399 $

LIABILITIES Deposits

Noninterest-bearing checking $ 63770910 $ Interest-bearing checking 206293407 Money market 129963156 Savings 141573722 Time 367149512

Total deposits 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable and other liabilities 5993272

TOTAL LIABILITIES 945919520

STOCKHOLDERSrsquo EQUITY Preferred stock no par value 300000 shares authorized

none issued mdash Common stock $5 par value 4800000 shares authorized

1101519 issued 5507595 Capital surplus 5742674 Retained earnings 85372009 Accumulated other comprehensive loss (1153068) Treasury stock at cost (3598 shares and 2636 shares) (375331)

TOTAL STOCKHOLDERSrsquo EQUITY 95093879

TOTAL LIABILITIES AND

2016

9486921 11333865 20820786

195854089 253043379

498340600 6328227

492012373

9894569 388768

11945882 3053715 1488800 8416812

996919173

61260725 176267749 128949902 139069499 361518537

867066412 mdash

35393256 6129153

908588821

mdash

5507595 5728212

78368951 (1018792)

(255614)

88330352

1ST SUMMIT BANCORP amp SUBSIDIARIES

12

STOCKHOLDERSrsquo EQUITY $ 1041013399 $ 996919173

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 14: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

C O N S O L I D AT E D S TAT E M E N T O F I N C O M E

Year Ended December 31

INTEREST AND DIVIDEND INCOME Interest and fees on loans Interest and dividends on investment securities

Taxable Exempt from federal income tax

Other interest

Total interest and dividend income

INTEREST EXPENSE Deposits Short-term borrowings Other borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR LOAN LOSSES

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

OTHER INCOME Service charges on deposit accounts Investment securities gains net Wealth management income Earnings on bank-owned life insurance Bank card income Other income

Total other income

OTHER EXPENSE Salaries and employee benefits Occupancy expense Equipment expense Federal deposit insurance expense Data processing expense Shares tax expense Donations expense Other expense

Total other expense

INCOME BEFORE INCOME TAXES Income tax expense

NET INCOME

EARNINGS PER SHARE

AVERAGE SHARES OUTSTANDING

2017

$ 24423351

7824970 4537226

119349

36904896 35197569

7567687 7210771 29647 29374

932683 959718

8530017

28374879

1231550

27143329

1758822 2495070 1077551

411064 1308926

557218

7608651

11671359 1613102 1421492

313500 749313 814270 243172

4058207

20884415

13867565 3975347

$ 9892218

$ 901

1098418

2016

$ 23402541

7748998 3931751

114279

8199863

26997706

751150

26246556

1706589 1665532

947366 390427

1235766 519735

6465415

11134326 1598085 1303117

395300 677194 726789 234067

3532373

19601251

13110720 2974511

$ 10136209

$ 922

1099177

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

13

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

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21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 15: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

Year Ended December 31 2017 2016

NET INCOME COMPONENTS OF OTHER COMPREHENSIVE LOSS

$ 9892218 $ 10136209

Unrealized gain (loss) on available-for-sale securities Tax effect

2291624 (779154)

(2372363) 806603

Reclassification adjustment for gains realized in income

Tax effect (2495070)

848324 (1665532)

566281

TOTAL OTHER COMPREHENSIVE LOSS (134276) (2665011)

TOTAL COMPREHENSIVE INCOME $ 9757942 $ 7471198

C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N S T O C K H O L D E R S rsquo E Q U I T Y

Accumulated

Outstanding Shares

Common Stock

Capital Surplus

Retained Earnings

Other Comprehensive Income (Loss)

Treasury Stock

Total Stockholdersrsquo

Equity

Balance December 31 2015 1098664 $ 5507595 $ 5716697 $ 70859861 $ 1646219 $ (263260) $ 83467112

Net incomeOther comprehensive loss Cash dividends ($239 per share) Purchase of treasury stock Sale of treasury stock

(1319) 1538 11515

10136209

(2627119) ( 2665011)

(132047) 139693

10136209 ( 2665011) (2627119)

(132047) 151208

Balance December 31 2016 1098883 5507595 5728212 78368951 (1018792) (255614) 88330352

Net income Other comprehensive loss Cash dividends ($263 per share) Purchase of treasury stock Sale of treasury stock

(2082) 1120 14462

9892218

(2889160) (134276)

(224445) 104728

9892218 (134276)

(2889160) (224445) 119190

Balance December 31 2017 1097921 $ 5507595 $ 5742674 $ 85372009 $ (1153068) $ (375331) $ 95093879

1ST SUMMIT BANCORP amp SUBSIDIARIES

14

See accompanying notes to the consolidated financial statements

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

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19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

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22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 16: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S

OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided

by operating activities Provision for loan losses Depreciation and amortization Investment securities gains net Deferred income taxes Earnings on bank-owned life insurance Increase in accrued interest receivable Increase in accrued interest payable Increase in income tax payable Other net

Net cash provided by operating activities

INVESTING ACTIVITIES Investment securities available for sale

Proceeds from sales Proceeds from maturities and paydowns Purchases

Investment securities held to maturity Proceeds from sales Proceeds from maturities and paydowns Purchases

Net increase in loans Purchases of premises and equipment Proceeds from bank-owned life insurance Purchases of bank-owned life insurance Proceeds from sale of real estate owned Redemption of regulatory stock Purchase of regulatory stock

Net cash used for investing activities

FINANCING ACTIVITIES Net increase in deposits Net change in short-term borrowings Proceeds from other borrowed fundsRepayments of other borrowed funds Dividends paid on common stock Purchases of treasury stock Proceeds from sales of treasury stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Year Ended December 31 2017 2016

$ 9892218 $ 10136209

1231550 751150 2637455 2996507

(2495070) (1665532) 1308411 (47068)

(411064) (390427) (459411) (104142)

40537 27190 1504 1702085

(88791) 225060 11657339 13631032

13090837 36886194 26552038 34558820

(105949812) (55747213)

2464948 5422627 30469999 41717657 (8442494) (79195081)

(15346260) (24423076) (656093) (1934685) 279381 mdash

(1021440) (380900) 344359 362557

3090700 4960600 (3323700) (4397200)

(58447537) (42169700)

41684295 51044824 1533000 (10136000) 2249285 38773739

(8000000) (36500000) (2889160) (2627119)

(224445) (132047) 119190 151208

34472165 40574605

(12318033) 12035937

20820786 8784849

$ 8502753 $ 20820786

1ST SUMMIT BANCORP amp SUBSIDIARIES

See accompanying notes to the consolidated financial statements

15

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 17: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows

Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its wholly owned subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) All significant intercompany transactions have been eliminated in consolidation The investment in subsidiaries on the parent company financial statements is carried in the parent companyrsquos equity and equals the underlying net assets of the subsidiaries The Company is a Pennsylvania company organized to become the holding company of the Bank The Bank is a state-chartered bank located in Pennshysylvania Cambria is a Pennsylvania-chartered consumer finance company The Companyrsquos principal sources of revenue emanate from its portfolio of residential real estate commercial mortgage commercial and consumer loans its investment portfolio as well as trust and a variety of deposit services to its customers through 16 Bank and 4 Cambria locations The Company is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation Both the Bank and Cambria are regulated by the Pennsylvania Department of Banking The financial statements have been prepared in conformity with US generally accepted accounting principles (ldquoGAAPrdquo) In preparing the financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and reported amounts of revenues and expenses for the period Actual results could differ from those estimates

Investment Securities Investment securities are classified at the time of purchase based on managementrsquos intention and ability as securities held to maturity or securishyties available for sale Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity Unrealized holding gains and losses for available-for-sale securishyties are reported as a separate component of stockholdersrsquo equity net of tax until realized Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities Interest and dividends on investment securishyties are recognized as income when earned Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary For debt securities management considers whether the present value of cash flows expected to be collected are less than the securityrsquos amortized cost basis (the difference defined as the credit loss) the magnitude and duration of the decline the reasons underlying the decline and the Companyrsquos intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value to determine whether the loss in value is other than temporary Once a decline in value is determined to be other than temporary if the investor does not intend to sell the security and it is more likely than not that it will not be required to sell the security before recovery of the securityrsquos amortized cost basis the charge to earnings is limited to the amount of credit loss Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income net of applicable taxes Otherwise the entire difference between fair value and amortized

cost is charged to earnings Similarly for equity securities management considers various factors including the underlying financial performance of the Company and the trends in the stock price in the recent history typically a period of 12 months as well as the Companyrsquos intent and ability to hold the equity security for a period of time sufficient for recovery to cost Where management lacks that intent or ability the securityrsquos decline in fair value is deemed to be other than temporary and is recorded in earnings

Investment in Federal Home Loan Bank (ldquoFHLBrdquo) Stock The Bank is a member of the FHLB of Pittsburgh and as such is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB The stock is bought from and sold to the FHLB based upon its $100 par value The stock does not have a readily determinable fair value and as such is classified as restricted stock carried at cost and evaluated for impairment The stockrsquos value is determined by the ultimate recoverability of the par value rather than by recognizing temshyporary declines The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following (a) the significance of the decline in net assets of the FHLB as compared with the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB There was no impairment of the FHLB stock as of December 31 2017 or 2016

Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding principal amount net of unearned income Interest from installment loans is recognized in income based on the simple-interest method actuarial method or sum-of-the-monthrsquos-digits method depending on which entity originated the loans All three methods result in approximate level rates of return over the terms of the loans Interest on real estate mortgages and commercial loans is recognized as income when earned on the accrual method Generally the policy has been to stop accruing interest on loans when it is determined that a reasonable doubt exists as to the collectability of additional interest Interest previously accrued but deemed uncollectible is deducted from current interest income Payments received on nonaccrual loans are either applied to principal or reported as interest income according to managementrsquos judgment as to the collectability of principal Loans are returned to accrual status when past due interest is collected and the collecshytion of principal is probable Loan origination fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loanrsquos yield Management is amortizing these amounts over the contractual life of the related loans

Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio as of the Consolidated Balance Sheet date The allowance method is used in providing for loan losses Accordingly all loan losses are charged to the allowance and all recoveries are credited to it The allowance for loan losses is established through a provision for loan losses charged to operashytions The provision for loan losses is based on managementrsquos monthly evaluation of individual loans economic factors past loan loss experience changes in the composition and volume of the portfolio and other relevant factors The estimates used in determining the adequacy of the allowance for loan losses including the amounts and timing of future cash flows expected on impaired loans are particularly susceptible to change in the near term

16

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

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21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

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N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 18: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contrsquod)

Premises and Equipment Land is carried at cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years for furniture fixtures and equipment and 25 to 40 years for building premises Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms which range from 7 to 15 years Expenditures for maintenance and repairs are charged against income as incurred Costs of major additions and improvements are capitalized

Goodwill The Company accounts for goodwill using an annual impairment analysis of goodwill that includes a qualitative assessment in order to determine if the two-step process of measuring impairment is necessary on at least an annual basis This approach could cause more volatility in the Companyrsquos reported net income because impairment losses if any could occur irregushylarly and in varying amounts No impairment of goodwill was recognized in any of the periods presented

Bank-Owned Life Insurance (ldquoBOLIrdquo) The Bank purchased life insurance policies on certain key employees and directors BOLI is recorded at its cash surrender value or the amount that can be realized and is shown on the Consolidated Balance Sheet Any increases in the cash surrender value are recorded as other income on the Consolidated Statement of Income while administrative expenses of $126288 and $110189 are recorded as other expense and as a reduction of the cash surrender value for years ended December 31 2017 and 2016

Trust Department Trust department assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in the acshycompanying Consolidated Balance Sheet since such items are not assets of the Bank Trust fees for services performed by the Bank in a fiduciary capacshyity are reported on a cash basis The annual results would not be materially different if such income was accrued

Advertising Costs Advertising costs are expensed as incurred Total advertising costs were $298801 in 2017 and $254117 in 2016

Income Taxes The Company the Bank and Cambria file a consolidated federal income tax return Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled As changes in tax laws or rates are enacted deferred tax assets and liabilities are adjusted through the provision for income taxes The Tax Cuts and Jobs Act enacted on Deshycember 22 2017 lowered the federal corporate tax rate from 34 to 21 effective January 1 2018 As a result the carrying value of net deferred tax assets were reduced with increased income tax expense by $933398

Earnings Per Share The Company currently maintains a simple capital structure thus there are no dilutive effects on earnings per share Earnings per share is calcushylated by dividing net income by the weighted-average number of shares outstanding for the period

Comprehensive Income The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented Other comprehensive income is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio and reclassification adjustment for realized gains recognized in income

Statement of Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks with origishy

nal maturities of 90 days or less Cash payments for interest in 2017 and 2016 were $8489480 and $8172673 respectively Income tax payments totaled $2604000 in 2017 and $1351460 in 2016 In 2017 there was a noncash transfer of repossessed assets of $138877 from loans to other assets and a noncash transfer of real estate of $663495 from loans to real estate owned

Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications Such reclassifications had no effect on net income or stockholdersrsquo equity

2 INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December 31 are summarized as follows

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 98051241 $ 803749 $ (888673) $ 97966317

Mortgage-backed securities in government-sponsored entities 160931460 201793 (2411334) 158721919 Corporate bonds 2500000 mdash (32380) 2467620

Total debt securities 261482701 1005542 (3332387) 259155856 Mutual fund 500000 mdash (12928) 487072 Equity securities shyfinancial institutions 3218963 600953 (8250) 3811666

Total $265201664 $ 1606495 $ (3353565) $263454594

2016 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

AVAILABLE FOR SALE Obligations of states and political subdivisions $ 60978669 $ 363934 $ (1625184) $ 59717419

Mortgage-backed securities in government-sponsored entities 128813530 469485 (3251257) 126031758 Corporate bonds 1000000 mdash mdash 1000000

Total debt securities 190792199 833419 (4876441) 186749177 Mutual fund 500000 mdash (13851) 486149 Equity securities shyfinancial institutions 6105514 2524973 (11724) 8618763

Total $ 197397713 $ 3358392 $ (4902016) $ 195854089

2017 Gross Gross

Amortized Unrealized Unrealized Fair Cost Gains Losses Value

HELD TO MATURITY US government

agency securities $ 13096889 $ 293371 $ (109160) $ 13281100 Obligations of states

and political subdivisions 74698154 668090 1348769) ( 74017475

Mortgage-backed securities in

government-sponsored entities 139819300 596453 (1885861) 138529892

Total $ 227614343 $1557914 $ (3343790) $ 225828467

1ST SUMMIT BANCORP amp SUBSIDIARIES

17

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 19: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

2 INVESTMENT SECURITIES (Contrsquod) 2016

Gross Gross Amortized Unrealized Unrealized Fair

Cost Gains Losses Value HELD TO MATURITY US government agency securities $ 14220876 $ 343084 $ (116500) $ 14447460

Obligations of states and political subdivisions 76659184 698211 (2710478) 74646917 Mortgage-backed securities in government-sponsored entities 162163319 689248 (3088455) 159764112

Total $ 253043379 $ 1730543 $ (5915433) $ 248858489

The following table shows the Companyrsquos gross unrealized losses and fair value aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31

2017 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ mdash $ mdash $ 1890840 $ (109160) $ 1890840 $ (109160)

Obligations of states and political subdivisions 37803264 (486119) 29729594 (1751323) 67532858 (2237442) Mortgage-backed securities in governmentshysponsored entities 110493696 (942759) 132426968 (3354436) 242920664 (4297195)

Corporate bonds 967620 (32380) mdash mdash 967620 (32380) Total debt securities 149264580 (1461258) 164047402 (5214919) 313311982 (6676177)

Mutual fund mdash mdash 487072 (12928) 487072 (12928) Equity securities - financial institutions 317850 (8250) mdash mdash 317850 (8250)

Total $149582430 $ (1469508) $ 164534474 $(5227847) $ 314116904 $ (6697355)

2016 Less than Twelve Months Twelve Months or Greater Total

Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized

Value Losses Value Losses Value Losses US government agency securities $ 1883500 $ (116500) $ mdash $ mdash $ 1883500 $ (116500) Obligations of states and political subdivisions 79972719 (4335662) mdash mdash 79972719 (4335662) Mortgage-backed securities in governmentshysponsored entities 231668824 (6339712) mdash mdash 231668824 (6339712) Total debt securities 313525043 (10791874) mdash mdash 313525043 (10791874)

Mutual fund 486149 (13851) mdash mdash 486149 (13851) Equity securitiesshyfinancial institutions 133255 (1793) 202700 (9931) 335955 (11724)

Total $314144447 $(10807518) $ 202700 $ (9931) $ 314347147 $ (10817449)

The Company reviews its position quarterly and has asserted that at December 31 2017 the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of its cost basis which may be at maturity There were 393 positions that were temporarily impaired at December 31 2017

The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized loss An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis Unrealized losses that are determined to be temporary in nature are recorded net of tax in Accumulated Other Comprehensive Income (ldquoAOCIrdquo) for available-for-sale securities while such losses related to held-to-maturity securities are not recorded as these investments are carried at their amortized cost Regardless of the classification of the securities as available for sale or held to maturity the Company has assessed each unrealized loss position for credit impairment Factors considered in determining whether a loss is temporary include

bull the length of time and the extent to which fair value has been below cost bull the severity of the impairment bull the cause of the impairment and the financial condition and near-term

prospects of the issuer bull activity in the market of the issuer which may indicate adverse

credit conditions bull if the Company intends to sell the investment bull if itrsquos more likely than not the Company will be required to sell the

investment before recovering its amortized cost basis and bull if the Company does not expect to recover the investmentrsquos entire amortized

cost basis (even if the Company does not intend to sell the security)

The Companyrsquos review for impairment generally entails bull identification and evaluation of investments that have indications of

possible impairment bull analysis of individual investments that have fair values less than amortized

cost including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period

bull discussion of evidential matter including an evaluation of factors or triggers that could cause individual investments to qualify as having other-thanshytemporary impairment and those that would not support other-thanshytemporary impairment and

bull documentation of the results of these analyses as required under business policies

For debt securities that are not deemed to be credit impaired management performs additional analysis to assess whether it intends to sell or would more likely than not be required to sell the investment before the expected recovery of the amortized cost basis Similarly for equity securities management considers the various factors described above including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost Management has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required to sell the investment before recovery of its amortized cost basis The Company has concluded that the unrealized losses disclosed in the table above are not other than temporary but are the result of interest rate changes sector credit ratings changes or Company-specific ratings changes that are not expected to result in the noncollection of principal and interest during the period For debt securities a critical component of the evaluation for other-thanshytemporary impairment is the identification of credit impaired securities where management does not receive cash flows sufficient to recover the entire amortized cost basis of the security Where management deems the security to be other-than-temporarily impaired based upon the above factors and the duration and extent to which the market value has been less than cost the inability to forecast a recovery in market value and other factors concerning the issuers in the pooled security the decline is recorded in earnings

18

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 20: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

2 INVESTMENT SECURITIES (Contrsquod)

The amortized cost and fair values of debt securities at December 31 2017 by contractual maturity are shown below The Companyrsquos mortgage-backed secushyrities have contractual maturities ranging from 2 to 20 years Expected maturishyties will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties

AVAILABLE FOR SALE HELD-TO-MATURITY Amortized Fair Amortized Fair

Cost Value Cost Value Due in one year or less $ 48 $ 48 $ mdash $ mdash

Due after one year through five years 60395 66451 12339125 12561260

Due after five years through ten years 27129876 27272683 33197377 33489412

Due after ten years 234292382 231816674 182077841 179777795 Total $ 261482701 $ 259155856 $ 227614343 $ 225828467

Proceeds from sales of investment securities during 2017 and 2016 were $15555785 and $42308821 respectively The Company sold $2464948 and $5422627 of held to maturity securities during 2017 and 2016 respectively These securities were sold under ASC 320 safe harbor rules so as not to taint the remaining held-to-maturity securities These securities had amortized down to below 15 of the original purchase par balance Securities gains and losses of the Company are summarized in the following table

Year Ended December 31 2017 2016

Gains on sales of held to maturity securities amortized down to below 15 of original purchase par balance $ 110111 $ 392682

Gross gains on available for sale securities 2384998 1198677 Gross (losses) on available for sale securities (39) (11386) Gross gains(losses) resulting from a business

combination where the Company received the common stock of the acquirer in a non-monetary exchange

Gross gains mdash 91018 Gross (losses) mdash (5459)

$ 2495070 $ 1665532

Investment securities with a carrying value of $182449466 and $169647128 at December 31 2017 and 2016 respectively were pledged to secure public deposits borrowings and for other purposes as required by law

3 LOANS

Major classifications of loans are summarized as follows

2017 2016 Consumer $ 33660294 $ 34219718 Residential real estate 242599491 236761121 Construction 26102477 20730757 Commercial and industrial 92677789 88580505 Commercial real estate - nonowner occupied 31841328 31943721 Commercial real estate - all other 84567172 86104778

511448551 498340600 Less allowance for loan losses 5884409 6328227

Net loans $ 505564142 $ 492012373

Gross loan balances at December 31 2017 and 2016 are net of unearned income including net deferred loan fees of $898373 and $1059690 respectively

The Company had nonaccrual loans as follows

2017 2016 Interest Interest Income Income

Balance Foregone Balance Foregone

Consumer $ 184321 $ 2319 $ 141119 $ 1961 Residential real estate 73021 7244 218790 3729 Construction mdash mdash mdash mdash Commercial and industrial 6940 176 mdash mdash Commercial real estate shy

nonowner occupied 740822 59850 mdash mdash Commercial real estate - all other 103895 5130 68497 128

Total nonaccrual loans $ 1108999 $ 74719 $ 428406 $ 5818

In the normal course of business loans are extended to directors executive officers and their associates A summary of loan activity for those direcshytors executive officers and their associates with loan balances in excess of $60000 for the year ended December 31 2017 is as follows

2016 Additions Repayments 2017

$ 17939992 $ 11369282 $ 11166597 $ 18142677

The Companyrsquos primary business activity is with customers located within its local trade area Commercial residential personal and agricultural loans are granted The Company also selectively purchases and funds commercial and residential loans originated outside its trade area provided such loans meet the Companyrsquos credit policy guidelines Although the Company has a diversified loan portfolio at December 31 2017 and 2016 the repayment of the loans outstanding to individuals and businesses is dependent upon the local economic conditions in its immediate trade area

4 COMMITMENTS

In the normal course of business there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying consolidated financial statements These commitments comprised the following at December 31

2017 2016 Commercial loan commitments $ 40052388 $ 42836480 One-to-four family commitments 32965837 26649122 Other commitments 15640556 14890879 Standby letters of credit and financial guarantees 3087510 2920615

Total $ 91746291 $ 87297096

1ST SUMMIT BANCORP amp SUBSIDIARIES

19

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 21: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

4 COMMITMENTS (Contrsquod)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract In the normal course of business the Company makes various commitments which are not reflected in the accompanying financial statements These instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet The Companyrsquos exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary Commitments generally have fixed expiration dates within one year of their origination Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party These instruments are issued primarily to support bid- or performance-related contracts The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management Fees earned from the issuance of these letters are recognized over the coverage period For secured letters of credit the collateral is typically Bank deposit instrushyments or customer business assets

5 ALLOWANCE FOR LOAN LOSSES

Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio Commercial loans and commercial real estate loans are reviewed on a regular basis with larger loan relationships greater than $750000 being reviewed twice annually Commercial loans and commercial real estate loans which are 90 days or more past due are selected for impairment testing These loans are analyzed to determine if they are ldquoimpairedrdquo which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement

All loans that are delinquent 90 days and are placed on nonaccrual status are classified on an individual basis Residential loans 90 days past due which are still accruing interest are classified as Substandard as per the Companyrsquos asset classification policy The remaining loans are evaluated and classified as groups of loans with similar risk characteristics The Company allocates allowshyances based on the factors described below which conform to the Companyrsquos asset classification policy In reviewing risk within the Bankrsquos loan portfolio management has determined there to be several different risk categories or portfolio segments within the loan portfolio The allowance for loan losses consists of the following portfolio segments (i) the consumer loan portfolio (ii) the residential real estate loan portfolio (iii) the construction loan portfolio (iv) the commercial and industrial loan portfolio (v) the commercial real estate ndash nonowner occupied loan portfolio (vi) the commercial real estate ndash all other loan portfolio and (vii) the unallocated portion Factors considered in this process included general loan terms collateral and availability of historical data to support the analysis Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to nonclassified loans The following qualitative factors are analyzed

bull Levels of and trends in delinquencies and nonaccruals bull Trends in volume and terms bull Changes in lending policies and procedures bull Volatility of losses within each risk category bull Loans and lending staff acquired through acquisition bull Economic trends bull Concentrations of credit bull Experience depth and ability of management

The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above The Company analyzes its loan portfolio each month to determine the appropriateness of its allowance for loan losses

Changes in the allowance for loan losses for the years ended December 31 are as follows

Residential Consumer Real Estate Construction

Balance December 31 2015 $ 494272 $ 2111419 $ 224934 Add

Provision for loan losses 369789 (169979 ) 116649

Recoveries 71515 3459 mdash

Less loans charged-off 393234 111261 mdash

Balance December 31 2016 542342 1833638 341583

Add Provision for loan losses 346359 (100756) 56865 Recoveries 86230 11989 mdash

Less loans charged-off 459032 64431 mdash Balance December 31 2017 $ 515899 $ 1680440 $ 398448

During 2017 the reserves for consumer loans decreased due to declines in the qualitative factors related to stronger economic conditions The reserves for residential real estate loans declined during the year as a percentage of the loan balance due to declines in the qualitative factors related to economic conditions for loans in this portfolio segment The reserves for construction loans increased as loan balances in that sector have increased The reserves

Commercial Commercial Real Estate - Commerical

and Nonowner Real Estate shyIndustrial Occupied All Other Unallocated Total

$ 1043441 $ 390581 $ 1131722 $ 752221 $ 6148590

237161 294730 191695 (288895) 751150

53 10000 mdash mdash 85027

152045 mdash mdash mdash 656540

1128610 695311 1323417 463326 6328227

51483 1056412 43572 (222385) 12315503014 mdash mdash mdash 101233

144867 997000 111271 mdash 1776601 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

for commercial and industrial loans decreased during 2017 as a percentage of the loan balance primarily due to several large charge-offs in this portfolio segment The increase in the reserves for the commercial real estate - nonowner occupied segment was driven by an increase in historical losses in this segment along with a reduction in the specific reserve for impaired loans

1ST SUMMIT BANCORP amp SUBSIDIARIES

20

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 22: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

The decrease in the commercial real estate - all other segment was due to a segment The increase in the reserves for both commercial real estate segshydecrease in historical losses in this segment During 2016 the reserves for ments was driven by the increases in specific reserves for impaired loans consumer loans increased slightly due to an increase in the historical loss which increased by $558000 between these segments during the year as percentage for loans in that portfolio segment The reserves for residential real well as by increased loans rated special mention at year-end compared to the estate loans declined during the year as a percentage of the loan balance due to prior year In addition to these specific changes within the reserves manage-declines in the qualitative factors for loan growth as the growth in this portfolio ment decreased the factor related to general economic conditions for all loan segment was less than 5 percent for the year The reserves for commercial and portfolio segments due to the sustained overall economic improvement over industrial loans increased during 2016 as a percentage of the loan balance the past several years primarily due to an increase in the historical loss percentage on this portfolio

Loans receivable and the related allowance for loan losses at December 31 2017 and 2016 as well as the method the Company uses to evaluate these loans within their allowance for loan losses are summarized by portfolio segment as follows

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2017 Allowance for loan losses Ending balance collectively

evaluated for impairment $ 515899 $ 1680440 $ 298448 $ 1038240 $ 754723 $ 1107718 $ 240941 $ 5636409 Ending balance individually evaluated for impairment mdash mdash 100000 mdash mdash 148000 mdash 248000

Ending balance $ 515899 $ 1680440 $ 398448 $ 1038240 $ 754723 $ 1255718 $ 240941 $ 5884409

Loans Ending balance collectively evaluated for impairment $ 33660294 $242597554 $ 24745432 $ 92539791 $ 31100506 $ 82431180 $ mdash $ 507074757

Ending balance individually evaluated for impairment mdash 1937 1357045 137998 740822 2135992 mdash 4373794 Ending balance $ 33660294 $242599491 $ 26102477 $ 92677789 $ 31841328 $ 84567172 $ mdash $ 511448551

Commercial Commercial Real Estate - Commerical

Residential and Nonowner Real Estate shyConsumer Real Estate Construction Industrial Occupied All Other Unallocated Total

December 31 2016 Allowance for loan losses

Ending balance collectively

evaluated for impairment $ 542342 $ 1833638 $ 241583 $ 1128610 $ 385311 $ 1175417 $ 463326 $ 5770227

Ending balance individually evaluated for impairment mdash mdash 100000 mdash 310000 148000 mdash 558000

Ending balance $ 542342 $ 1833638 $ 341583 $ 1128610 $ 695311 $ 1323417 $ 463326 $ 6328227

Loans

Ending balance collectively evaluated for impairment $ 34219718 $ 236757921 $ 19322302 $ 88580505 $ 30178670 $ 84516619 $ mdash $ 493575735

Ending balance individually evaluated for impairment mdash 3200 1408455 mdash 1765051 1588159 mdash 4764865

Ending balance $ 34219718 $ 236761121 $ 20730757 $ 88580505 $ 31943721 $ 86104778 $ mdash $ 498340600

1ST SUMMIT BANCORP amp SUBSIDIARIES

21

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 23: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod) the loan is not a commercial or commercial real estate classification Factors considered by management in determining impairment include payment statusImpaired loans are commercial and commercial real estate loans for which it is and collateral value The amount of impairment for these types of loans isprobable the Company will not be able to collect all amounts due according to determined by the difference between the present value of the expected cashthe contractual terms of the loan agreement Also any loan modified in a trouble flows related to the loan using the original interest rate and its recorded valuedebt restructuring is also considered to be impaired The Company individually or as a practical expedient in the case of collateralized loans the difference evaluates such loans for impairment and does not aggregate loans by major risk between the fair value of the collateral and the recorded amount of the loansclassifications The definition of ldquoimpaired loansrdquo is not the same as the defini- When foreclosure is probable impairment is measured based on the fair valuetion of ldquononaccrual loansrdquo although the two categories overlap The Company of the collateralmay choose to place a loan on nonaccrual status due to payment delinquency

or uncertain collectability while not classifying the loan as impaired provided

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2017 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 1937 1937 1937 6470 mdash Construction 518173 100000 838872 1357045 1357045 1378503 90179 Commercial and industrial mdash mdash 137998 137998 137998 135757 5841 Commercial real estate - nonowner occupied mdash mdash 740822 740822 1737822 1256197 84648

Commercial real estate - all other 1307150 148000 828842 2135992 2878314 1994771 91007

Total impaired loans $ 1825323 $ 248000 $ 2548471 $ 4373794 $ 6113116 $ 4771698 $ 271675

Impaired Loans with

Impaired Loans No Specific with Specific Allowance Allowance Total Impaired Loans

Unpaid Average Interest Recorded Related Recorded Recorded Principal Recorded Income

Investment Allowance Investment Investment Balance Investment Recognized

December 31 2016 Consumer $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash $ mdash Residential real estate mdash mdash 3200 3200 3200 35890 1963 Construction 569673 100000 838782 1408455 1408455 821651 19205 Commercial and industrial mdash mdash mdash mdash mdash 112393 2882 Commercial real estate - nonowner occupied 1765051 310000 mdash 1765051 1765051 590820 28495

Commercial real estate - all other 1392527 148000 195632 1588159 2227143 1461578 42460

Total impaired loans $ 3727251 $ 558000 $ 1037614 $ 4764865 $ 5403849 $ 3022332 $ 95005

1ST SUMMIT BANCORP amp SUBSIDIARIES

22

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 24: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogenous loans and are measured for impairment collectively Loans that experience insignifishycant payment delays which are defined as 89 days or less generally are

not classified as impaired Management determines the significance of payment delays on a case-by-case basis taking into consideration all cirshycumstances concerning the loan the creditworthiness and payment history of the borrower the length of the payment delay and the amount of shortfall in relation to the principal and interest owed

December 31 2017 Current 30-89 Days Past Due

90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrialCommercial real estate - nonowner occupied

Commercial real estate - all other

Total

$ 33004318 239450082

26096633 92466621

31067472 84014048

$ 506099174

$ 375367 2403701

5844 90483

33034 261712

$ 3170141

$ 280609 745708

mdash 120685

740822 291412

$ 2179236

$ 655976 3149409

5844 211168

773856 553124

$ 5349377

$ 33660294 242599491

26102477 92677789

31841328 84567172

$ 511448551

$ 96288 672687

mdash 113745

mdash 187517

$ 1070237

December 31 2016 Current 30-89 Days

Past Due 90 Days + Past Due

Total Past Due Total Loans

90 Days + Past Due

Still Accruing

Consumer Residential real estate Construction Commercial and industrial Commercial real estate - nonowner

occupied Commercial real estate - all other

Total

$ 33361284 233845606

20709516 88471463

31853283 85257984

$ 493499136

$ 545443 1820232

mdash 109042

90438 mdash

$ 2565155

$ 312991 1095283

21241 mdash

mdash 846794

$ 2276309

$ 858434 2915515

21241 109042

90438 846794

$ 4841464

$ 34219718 236761121

20730757 88580505

31943721 86104778

$ 498340600

$ 171873 876493

21241 mdash

mdash 778297

$ 1847904

Management uses a six-point internal risk rating system to monitor the credit quality of the overall loan portfolio The first two categories are considered not criticized and are aggregated as ldquoPassrdquo rated The criticized rating categories utilized by management generally follow bank regulatory definitions The Special Mention category includes assets that are currently protected but are potentially weak resulting in an undue and unwarranted credit risk but not to the point of justifying a Substandard classification All loans greater than 90 days past due are considered Substandard Balances in the Substandard category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected Balances in the Doubtful category have all the deficiencies inherent in the Substandard category with the added characteristics that the deficiencies make collection in full on the basis

of currently existing facts conditions and values highly questionable or improbable Any portion of a loan deemed uncollectable is placed in the Loss category The nonperforming classification is based solely on delinquency levels It is the policy of the Company that consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 120 days past due for open-end loans 90 days past due for unsecured open-end loans and 90 days past due for closed-end loans unless the loan is well secured and in the process of collection The outstanding balance of any residential mortgage loan that exceeds 90 days past due is transferred to nonaccrual status and subsequently evaluated to determine the fair value of the collateral less selling costs A charge down is recorded for any deficiency determined from the collateral evaluation

1ST SUMMIT BANCORP amp SUBSIDIARIES

23

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 25: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1ST SUMMIT BANCORP amp SUBSIDIARIES

5 ALLOWANCE FOR LOAN LOSSES (Contrsquod)

Special Pass Mention Substandard Doubtful Total

December 31 2017 Construction $ 24470777 $ 260700 $ 1271000 $ 100000 $ 26102477 Commercial and industrial 91250689 961200 465900 mdash 92677789 Commercial real estate - nonowner occupied 29634928 208900 1997500 mdash 31841328

Commercial real estate - all other 80727172 1704100 1987900 148000 84567172 Total $ 226083566 $ 3134900 $ 5722300 $ 248000 $ 235188766

Performing Nonperforming Total December 31 2017 Consumer $ 33379685 $ 280609 $ 33660294 Residential real estate 241853783 745708 242599491

$ 275233468 $ 1026317 $ 276259785

Special Pass Mention Substandard Doubtful Total

December 31 2016 Construction $ 19176457 $ mdash $ 1454300 $ 100000 $ 20730757 Commercial and industrial 87611405 916100 53000 mdash 88580505 Commercial real estate - nonowner

occupied 28557821 2021600 1364300 mdash 31943721 Commercial real estate - all other 82812578 1522300 1621900 148000 86104778

Total $ 218158261 $ 4460000 $ 4493500 $ 248000 $ 227359761

Performing Nonperforming Total December 31 2016 Consumer $ 33906727 $ 312991 $ 34219718 Residential real estate 235665838 1095283 236761121

$ 269572565 $ 1408274 $ 270980839

Foreclosed Assets Held For Sale The pre-modification and post-modification balance of the loans was $1408545 Foreclosed assets acquired in settlement of loans are carried at fair value less The modifications included maturity date extensions While these TDRs are estimated costs to sell and are included in other assets on the Consolidated considered impaired loans and have increased the reserve as $248000 has Balance Sheet As of December 31 2017 and December 31 2016 a total of been specifically allocated within the loan loss reserve no TDRs have $461380 and $144748 respectively of foreclosed assets were included with subsequently defaulted other assets As of December 31 2017 and December 31 2016 included within foreclosed assets is $366306 and $110908 respectively of consumer residential 6 PREMISES AND EQUIPMENT mortgages that were foreclosed on or received via a deed in lieu transaction Major classifications of premises and equipment are summarized as followsprior to the period end As of December 31 2017 and December 31 2016 the Company had initiated formal foreclosure procedures on $468356 and $868674 2017 2016 of consumer residential mortgages respectively that have not yet been moved to Land $ 2899788 $ 2870790 foreclosed assets Buildings 9712281 9617223

Furniture fixtures and equipment 8493763 8142686Troubled Debt Restructuring Leasehold improvements 1785546 1715521

Consistent with accounting and regulatory guidance the Company recognizes 22891378 22346220a troubled debt restructuring (ldquoTDRrdquo) when the Company for economic or legal

Less accumulated depreciation and amortization 13220689 12451651reasons related to a borrowerrsquos financial difficulties grants a concession to the borrower that would not normally be considered Regardless of the form of Total $ 9670689 $ 9894569 concession granted the Companyrsquos objective in offering a TDR is to increase the probability of repayment of the borrowerrsquos loan To be considered a TDR the borshyrower must be experiencing financial difficulties and the Company for economic Depreciation and amortization charged to operations was $879973 in 2017 or legal reasons related to the borrowerrsquos financial difficulties grants a concession and $844423 in 2016 to the borrower that would not otherwise be considered The Company had no loan modifications that were considered TDRs during the year ended December 31 2017 The Company had two loan modifications that were considered TDRs during the year ended December 31 2016

24

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 26: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

7 GOODWILL

For each of the years ended December 31 2017 and 2016 goodwill has a net carrying amount of $388768 The gross carrying amount of goodwill is tested for impairment in the fourth quarter after the annual forecasting process Based on fair value of the reporting unit estimated using the expected present value of future cash flows no goodwill impairment loss was recognized in 2017 or 2016

8 TIME DEPOSITS

The scheduled maturities of time deposits are as follows

2018 $ 162212367 2019 97989516 2020 44824127 2021 40319438 2022 21352260 Thereafter 451804

Total $ 367149512

The aggregate of all time deposit accounts of $250000 or more amounted to $52534362 and $48263463 at December 31 2017 and 2016 respectively

9 OTHER BORROWED FUNDS

Maturities of other borrowed funds at December 31 2017 are as follows

Year Ending Weighted-December 31 Amount Average Rate

2018 $ 7000000 139 2019 10385543 256 2020 4070998 497 2021 mdash mdash 2022 mdash mdash Thereafter 8186000 440

Total $ 29642541 312

All borrowings from the FHLB are secured by a blanket lien on qualified collateral defined principally as investment securities and mortgage loans which are owned by the Bank free and clear of any liens or encumshybrances The advances are collateralized by FHLB stock obligations of US government corporations and agencies mortgage-backed securities

The following table sets forth information concerning other borrowed funds

Weighted-Maturity Range Average

Description From To Interest Rate

Fixed rate 010218 070819 139 Subordinated capital debt 090119 122923 487 Long-term notes payable 042433 040634 437

and first mortgage loans During 2017 the Bank had a borrowing limit of approximately $261866350 with a variable rate of interest based on the FHLBrsquos cost of funds Subordinated capital debt consists of variable rate and fixed rate obligashytions with maturity dates ranging from September 1 2019 through Deshycember 29 2023 This is comprised of $2000000 of notes issued by the Bank and $7456541 of notes issued by Cambria The Company fully and unconditionally guarantees these notes and they are subordinate in right of payments to the depositors and all claims of creditors Interest on fixed rate notes is computed at 50 percent Interest on variable notes is computed at 15 percent above the Federal Reserve discount rate or 1 percent below the prime rate Subordinated capital notes of $3385543 $4070998 and $2000000 mature in 2019 2020 and 2023 respectively The Company formed a special purpose entity (ldquoEntity 1rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securishyties and $93000 in common securities as part of a pooled offering with a maturity date of April 24 2033 The rate is determined quarterly and floats based on the three-month LIBOR plus 325 percent At December 31 2017 the rate was 463 percent The Entity 1 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 1 in April 2003 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet The Company formed an additional special purpose entity (ldquoEntity 2rdquo) to issue $3000000 of floating rate obligated mandatorily redeemable securities and $93000 in common securities as part of a pooled offering with a maturity date of April 6 2034 The rate is determined quarterly and floats based on the three-month LIBOR plus 275 percent At December 31 2017 the rate was 411 percent The Entity 2 may redeem them in whole or in part at face value on a quarterly basis with proper notice The Company borrowed the proceeds of the issuance from the Entity 2 in March 2004 in the form of a $3093000 note payable which is included in the liabilities section of the Companyrsquos Consolidated Balance Sheet Under current accounting rules the Companyrsquos minority interest in both Entity 1 and Entity 2 was recorded at the initial investment amount and is included in the other assets section of the Consolidated Balance Sheet Neither Entity 1 nor Entity 2 is consolidated as part of the Companyrsquos consolidated financial statements

Stated Interest Rate Range

From To At December 31

2017 2016

115 400 411

168 500 463

$ 14000000 9456541 6186000

$ 20000000 9207256 6186000

$ 29642541 $ 35393256

1ST SUMMIT BANCORP amp SUBSIDIARIES

25

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 27: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

10 SHORT-TERM BORROWINGS

The Company has entered into a borrowing agreement with a revolving line of credit agreement on September 13 2013 whereby it can borrow up to $261866350 from the FHLB At December 31 2017 there was an outstanding balance of $1533000 The maturity date on the revolving line of credit is May 3 2027 The interest rate was 154 at December 31 2017 This line was in place at December 31 2016 but there was no balance outstanding

11 DIRECTOR OFFICER AND EMPLOYEE BENEFITS

Savings Plan The Company maintains a trusteed Section 401(k) plan with contributions matching those by eligible employees to a maximum of 25 percent of employee contributions annually to a maximum of 5 percent of base salary The Company may also make an elective contribution annually All employees who work over 1000 hours per year are eligible to participate in the plan The Companyrsquos contribution to this plan was $201652 and $191554 in 2017 and 2016 respectively The plan assets include 84293 shares of the Companyrsquos common stock that is valued at $9525109 One hundred percent of that amount was purchased directly from the Company

Deferred Compensation Plan The Company has a deferred directorrsquos compensation plan whereby participating directors elected to forego directorsrsquo fees To fund benefits under the deferred compensation plan the Company established a rabbi trust The Company guarantees a return equal to the average New York prime rate of interest to plan participants with a floor of 6 percent The Company carried a liability of $2470127 in 2017 and $2437247 in 2016

Performance Unit Plan On January 24 2017 the Board of Directors approved the 2017 Performance Unit Plan which is intended to serve as a successor program to the Companyrsquos 2012 Performance Unit Plan The plan may award annual grants to executive management and directors equal in value to the appreciation on a share of stock between the date the performance unit becomes vested and the date of award Since January 24 2017 at the beginning of each succeeding year a participant may elect to receive full payment in cash of allocated performance units as of the preceding year-end During 2017 $90275 in expense was recognized under the plan while $180600 in expense was recognized during 2016 for the 2007 Performance Unit Plan The Company carried a liability of $90275 in 2017 and $459000 in 2016

12 INCOME TAXES

Federal income tax expense consists of the following

2017 2016 Currently payable $ 2666937 $ 3021579 Deferred 375012 (47068 ) Change in corporate tax rate 933398 mdash

Total $ 3975347 $ 2974511

In December 2017 the President signed the Tax Cuts and Jobs Act which among other things reduced the corporate tax rate from 35 to 21 This resulted in a $933398 adjustment to reduce the carrying value of deferred tax assets (liabilities) as of December 31 2017 which was recorded as an increase in income tax expense during 2017

The components of the net deferred tax assets at December 31 are as follows

2017 2016

Deferred tax assets Allowance for loan losses $ 1238737 $ 2156472 Deferred directorsrsquo fees 290111 589597 Deferred performance plan 18958 156060 Other-than-temporary impairment losses 903 29170 Net unrealized loss on securities 366885 524832 Other 70472 63340

Total 1986066 3519471 Deferred tax liabilities

Premises and equipment 160577 218359 Deferred loan origination costs net 241444 373801 Investment discount accretion 38273 57206 Net unrealized gain on securities mdash mdash Unrealized gain - merger 11231 96325

Total 451525 745691 Net deferred tax assets $ 1534541 $ 2773780

No valuation allowance was established at December 31 2017 and 2016 in view of the Companyrsquos ability to carryback taxes paid in previous years and certain tax strategies coupled with the anticipated future taxable income as evidenced by the Companyrsquos earnings potential

The reconciliation of the statutory rate and the effective income tax rate is as follows

2017 2016 of of

Pretax Pretax Amount Income Amount Income

Computed at statutory rate $ 4714972 340 $ 4457645 340 Effect of tax-free interest income (1761153) (127) (1520604 ) (116) BOLI earnings (139762) (10 ) (132745 ) (10 )

Nondeductible interest to carry tax-exempt assets 93395 07 76683 06

Other 134497 10 93532 07 Change in corporate tax rate $ 933398 67 $ mdash mdash Income tax expense and

effective rate $ 3975347 287 $ 2974511 227

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met There is currently no liability for uncertain tax positions and no known unrecogshynized tax benefits The Bank recognizes when applicable interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income The Bankrsquos federal and PA shares tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue

1ST SUMMIT BANCORP amp SUBSIDIARIES

26

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 28: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

13 LEASE COMMITMENTS

At December 31 2017 the Bank was committed under noncancelable lease agreements for minimum rental payments to lessors as follows

Lease Payments

2018 $ 559187 2019 403628 2020 142469 2021 73788 2022 25641

Total $1204713

Rental expense on leased premises and equipment totaled $564378 in 2017 and $566989 in 2016

14 REGULATORY RESTRICTIONS

The Companyrsquos wholly owned subsidiary the Bank is subject to the Pennsylvania Banking Code which restricts the availability of surplus for dividend purposes At December 31 2017 surplus funds of $9363126 were not available for dividends Included in ldquoCash and due from banksrdquo are required federal reserves of $1630000 and $1129000 at December 31 2017 and 2016 respectively for facilitating the implementation of monetary policy by the Federal Reshyserve System The required reserves are computed by applying prescribed ratios to the classes of average deposit balances These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral Further such secured loans are limited in amount to 10 percent of the Bankrsquos capital surplus

15 REGULATORY CAPITAL REQUIREMENTS

Federal regulations require the Company and the Bank to maintain minishymum amounts of capital Specifically each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets In addition to the capital requirements the Federal Deposit Insurance Corporation (ldquoFDICrdquo) Improvement Act established five capital categories ranging from ldquowell capitalizedrdquo to ldquocritically undercapitalizedrdquo Should any institution fail to meet the requirements to be considered ldquoadequately capitalizedrdquo it would become subject to a series of increasingly restrictive regulatory actions The Company is subject to various capital requirements administered by the federal banking agencies Under capital adequacy guidelines and the regulatory framework for prompt corrective action the company must meet specific capital guidelines that involve quantitative measures of the companyrsquos assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices The Companyrsquos capital amounts and classification are also subject to qualitative judgements by the regulators about components risk weightings and other factors Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companyrsquos consolidated financial statements Quantitative measures established by regulation to ensure capital adequacy require the company to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets For December 31 2017 and December 31 2016 the final Basel III rules require the Company to maintain minimum amounts of ratios of Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) Additionally under Basel III rules the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital As of December 31 2017 and 2016 the FDIC categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action To be classishyfied as a well-capitalized financial institution the Company must maintain minimum Total capital Common equity tier 1 capital Tier 1 capital and Tier 1 leverage capital ratios as set forth in the table

The Companyrsquos actual capital ratios are presented in the following table which shows the Company met all regulatory capital requirements The capital position of the Bank does not differ significantly from the Companyrsquos

2017

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $110003487 1937 $ 45429200 800 $ 56786500 1000

Common equity tier 1 capital (to riskshy $ 95858179 1688 $ 25553925 450 $ 36911225 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $101858179 1793 $ 34071900 600 $ 45429200 800

Tier 1 capital (to average assets) $101858179 1000 $ 40749400 400 $ 50936750 500

2016

Actual For Capital Adequacy Purposes To Be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

Total capital (to risk-weighted assets) $ 104413332 1870 $ 44674720 800 $ 55843400 1000

Common equity tier 1 capital (to riskshy $ 88960376 1593 $ 25129530 450 $ 36298210 650 weighted assets)

Tier 1 capital (to risk-weighted assets) $ 94960376 1700 $ 33506040 600 $ 44674720 800

Tier 1 capital (to average assets) $ 94960376 977 $ 38868240 400 $ 48585300 500

1ST SUMMIT BANCORP amp SUBSIDIARIES

27

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 29: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date The following three levels show the fair value hierarchy that prioritizes the use of inputs used in valuation methodologies

Level I Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available A contractually binding sales price also provides reliable evidence of fair value

Level II Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market

Level III Inputs to the valuation methodology are unobservable and significant to the fair value measurement inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market or inputs to the valuation methodology that require significant management judgment or estimation some of which may be internally developed

Management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value measurements Management reviews and updates the fair value hierarchy classifications of the Companyrsquos assets and liabilities on a quarterly basis The following tables present the assets reported on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement

December 31 2017

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 97966317 $ mdash $ 97966317 Mortgage-backed securities

in government-sponsored entities mdash 158721919 mdash 158721919

Corporate bonds mdash 2467620 mdash 2467620 Mutual fund 487072 mdash mdash 487072 Equity securities shy

financial institutions 3811666 mdash mdash 3811666 Total $ 4298738 $ 259155856 $ mdash $263454594

December 31 2016

Level I Level II Level III Total

Assets Investment securities available for sale Obligations of states and

political subdivisions $ mdash $ 59717419 $ mdash $ 59717419 Mortgage-backed securities

in government-sponsored entities mdash 126031758 mdash 126031758

Corporate bonds mdash 1000000 mdash 1000000 Mutual fund 486149 mdash mdash 486149 Equity securities shy

financial institutions 8618763 mdash mdash 8618763 Total $ 9104912 $ 186749177 $ mdash $ 195854089

Financial instruments are considered Level III when their values are detershymined using pricing models and discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable In addition to these unobservable inputs the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation The Company had no recurring Level III measurements during 2017 or 2016

The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of December 31 2017 and 2016 by level within the fair value hierarchy

December 31 2017 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 32848 $ 32848 Impaired loans mdash mdash 1913323 1913323

$ mdash $ mdash $ 1946171 $ 1946171

December 31 2016 Level I Level II Level III Total

Assets Other real estate owned $ mdash $ mdash $ 54848 $ 54848 Impaired loans mdash mdash 1757200 1757200

$ mdash $ mdash $ 1812048 $ 1812048

1ST SUMMIT BANCORP amp SUBSIDIARIES

28

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 30: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

16 FAIR VALUE MEASUREMENTS (Contrsquod)

Other real estate owned (ldquoOREOrdquo) is carried at the lower of cost or fair value which is measured at the foreclosure date If the fair value of the collateral exceeds the carrying amount of the loan no charge-off or adjustment is necesshysary the loan is not considered to be carried at fair value and is therefore not included in the table above If the fair value of the collateral is less than the carrying amount of the loan management will charge the loan down to its estishymated realizable value The fair value of OREO is based on the appraised value of the property which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property and is included in the above table as a Level II measurement In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed In these cases the loans are categorized in the above table as Level III measurement since these adjustshyments are considered to be unobservable inputs Income and expenses from

operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO The Company has measured impairment on impaired loans generally based on the fair value of the loanrsquos collateral Fair value is generally determined based upon independent third-party appraisals of the properties In some cases management may adjust the appraised value due to the age of the appraisal changes in market conditions or observable deterioration of the property since the appraisal was completed Additionally management makes estimates about expected costs to sell the property which are also included in the net realizable value If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement If the fair value of the collateral exceeds the carrying amount of the loan then the loan is not included in the table above as it is not currently being carried at its fair value At December 31 2017 and 2016 the fair values shown above exclude estimated selling costs of $60000 and $43000

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level III inputs to determine fair value

December 31 2017 Quantitative Information About Level III Fair Value Measurements

Assets Other real estate owned

Impaired loans

Estimate

$ 32848

$1913323

Valuation Techniques

Appraisal of collateral (1)

Fair value of collateral (1)

Unobservable Input

Appraisal adjustments (2)

Liquidation expenses (2)

Appraisal adjustments (2)

Liquidation expenses (2)

Range

0 to 90 1 to 19435 to 55 1 to 3

December 31 2016 Quantitative Information About Level III Fair Value Measurements

Valuation Estimate Techniques Unobservable Input Range

Assets Other real estate owned $ 54848 Appraisal of Appraisal adjustments (2) 21 to 75

collateral (1) Liquidation expenses (2) 0 to 25 Impaired loans $ 1757200 Fair value of Appraisal adjustments (2) 0 to 55

collateral (1) Liquidation expenses (2) 0 to 1

(1) Fair value is generally determined through independent appraisals of the underlying collateral which generally include various Level III inputs which are not identifiable

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal

1ST SUMMIT BANCORP amp SUBSIDIARIES

29

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 31: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE

The fair value of the Companyrsquos financial instruments as of December 31 is as follows

2017

Carrying Value

Fair Value Level I Level II Level III

Financial assets Cash and due from banks $ 8428211 Interest-bearing deposits

in banks 74542 Investment securities

available for sale 263454594 Investment securities

held to maturity 227614343 Net loans 505564142 Accrued interest receivable 3513126 FHLB stock 1721800 Bank-owned life insurance 12972719

Financial liabilities Deposits $ 908750707 Short-term borrowings 1533000 Other borrowed funds 29642541 Accrued interest payable 1270482

$ 8428211

74542

263454594

225828467 502083398

3513126 1721800

12972719

$ 902844482 1533000

29569541 1270482

$ 8428211

74542

4298738

mdash mdash

3513126 1721800

12972719

$ 541601195 1533000

mdash 1270482

$ mdash

mdash

259155856

225828467 mdash mdashmdash mdash

$ mdash mdash mdash mdash

$

$

mdash

mdash

mdash

mdash 502083398

mdash mdash mdash

361243287 mdash

29569541 mdash

2016

Carrying Fair Value Value

Financial assets Cash and due from banks $ 9486921 $ 9486921 Interest-bearing deposits

in banks 11333865 11333865 Investment securities

available for sale 195854089 195854089 Investment securities

held to maturity 253043379 248858489 Net loans 492012373 489614814 Accrued interest receivable 3053715 3053715 FHLB stock 1488800 1488800 Bank-owned life insurance 11945882 11945882

Financial liabilities Deposits $ 867066412 $ 864103941 Other borrowed funds 35393256 35320256 Accrued interest payable 1229945 1229945

Financial instruments are defined as cash evidence of ownership interest in an entity or a contract which creates an obligation or right to receive or deliver cash or another financial instrument fromto a second entity on potentially favorable or unfavorable terms Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale If a quoted market price is available for a financial instrument the estimated fair value would be calculated based upon the market price per trading unit of the instrument If no readily available market exists the fair value estimates for financial instruments should be based upon managementrsquos judgment regarding current economic conditions interest rate risk expected cash flows future estimated losses and other factors as determined through various option pricing formulas As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain the resulting estimated fair values may not be indicative of the amount realizshyable in the sale of a particular financial instrument In addition changes in assumptions on which the estimated fair values are based may have a significant impact on the resultshying estimated fair values As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments the estimated fair value of financial instruments would not represent the full value of the Company

Level I Level II Level III

$ 9486921 $ mdash $ mdash

11333865 mdash mdash

9104912 186749177 mdash

mdash 248858489 mdash mdash mdash 489614814

3053715 mdash mdash 1488800 mdash mdash

11945882 mdash mdash

$ 505547875 $ mdash $ 358556066 mdash mdash 35320256

1229945 mdash mdash

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions

Cash and Due From Banks Interest Bearing Deposits in Banks Accrued Interest Receivable FHLB Stock Short-term Borrowings and Accrued Interest Payable The fair value is equal to the current carrying value due to the relatively short time between the origination of the instrument and its expected realization

Investment Securities The fair value of investment securities is equal to the available quoted market price If no quoted market price is available fair value is estimated using the quoted market price for similar securities

1ST SUMMIT BANCORP amp SUBSIDIARIES

30

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 32: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

17 FAIR VALUE DISCLOSURE (Contrsquod)

Net Loans The fair value of loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities with the exception of impaired loans as discussed in Note 16 Loans were first segregated by type such as commercial real estate and home equity and were then further segmented into fixed and variable rate and loan quality categories Expected future cash flows were projected based on contractual cash flows adjusted for estimated prepayments

Bank-Owned Life Insurance The fair value is equal to the cash surrender value of life insurance policies

Deposits and Other Borrowed Funds The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities Demand savings and money market deposit accounts are valued at the amount payable on demand as of year-end

19 ACCUMULATED OTHER COMPREHENSIVE INCOME

Commitments to Extend Credit These financial instruments are generally not subject to sale and estimated fair values are not readily available The carrying value represented by the net deferred fee arising from the unrecognized commitment or letter of credit and the fair value detershymined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk are not considered material for disclosure The contractual amounts of unfunded commitments and letters of credit are presented in Note 4

18 SUBSEQUENT EVENTS Effective January 1 2018 the Company adopted ASU2016-01 Financial Instrushyments which required among other things that equity securities in the portfolio to be accounted for at fair value with changes in fair value being recorded through income Upon adoption the Company made a one-time cumulative effect adjustment from accumulated other comprehensive income into retained earnings of $382651 The net effect was an increase to retained earnings Management has reviewed events occurring through February 23 2018 the date the financial statements were issued and no other subsequent events occurred requiring accrual or disclosure

The following table presents the significant amounts reclassified out of accumulated other comprehensive income and the changes in accumushylated other comprehensive income (loss) by component for the years ended December 31 2017 and 2016

2017

Net Unrealized Gains (Losses) on

Investment Securities

Accumulated other comprehensive income (loss) beginning of year $(1018792)

Unrealized gain (loss) on available-for- sale securities 2291621

Tax effect (779151) Net unrealized gain (loss) on

available-for-sale securities 1512470

Reclassification adjustment for gain realized in income (2495070)

Tax effect 848324

Reclassification adjustment for gain realized in income after tax (1646746)

Accumulated other comprehensive loss end of year $(1153068)

2016

Net Unrealized Gains (Losses) on

Investment Securities

$ 1646219

(2372363 ) 806603

(1565760 )

(1665532 ) 566281

(1099251 )

$ (1018792 )

Affected Line on the Consolidated

Statement of Income

Investment securities gains netIncome tax expense

1ST SUMMIT BANCORP amp SUBSIDIARIES

31

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 33: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

2016

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

20 PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS

Year Ended December 31 Following are condensed financial statements for the parent company 2017

CONDENSED BALANCE SHEET OPERATING ACTIVITIES December 31 Net income $ 9892218 $ 10136209

2017 2016 Adjustments to reconcile net income to

ASSETS Cash in bank subsidiary $ 1607355 $ 674035 Investment securities available for sale 4440603 5367569 Investment in bank subsidiary 93161167 86883909 Investment in non-bank subsidiaries 1599851 1629823

net cash provided by operating activities Equity in undistributed net income

of subsidiaries Investment securities gains net Other net

(5992073) (652885) (259178)

(7043475) (69951) 215034

Premises and equipment net 502844 469833 Net cash provided by Other assets 974443 995382 operating activities 2988082 3237817

TOTAL ASSETS $102286263 $ 96020551 INVESTING ACTIVITIES

LIABILITIES Purchases of investment securities (1299001) (909496) Long-term note payable $ 6186000 $ 6186000 Other liabilities 1006384 1504199

Proceeds from maturities and paydowns Proceeds from sales of investment securities

269632 2010030

344440 415596

TOTAL LIABILITIES 7192384 7690199 Purchases of premises and equipment (41008) (1692)

STOCKHOLDERSrsquo EQUITY 95093879 88330352 Net cash provided by (used for)

TOTAL LIABILITIES AND investing activities 939653 (151152)

STOCKHOLDERSrsquo EQUITY $102286263 $ 96020551 FINANCING ACTIVITIES Dividends paid (2889160) (2627119) Purchases of treasury stock (224445) (132047) Proceeds from sales of treasury stock 119190 151208

Net cash used for financing activities (2994415) (2607958)

CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Increase in cash 933320 478707

Year Ended December 31 CASH AT BEGINNING OF YEAR 674035 195328

2017 2016 CASH AT END OF YEAR $ 1607355 $ 674035

INCOME Dividends from bank subsidiary $ 3639413 $ 3277439 Dividends from non-bank subsidiary 53000 79000 Interest and dividends on investment securities 145772 125349 Partnership Income 50241 mdash Investment securities gains net 652885 69951

TOTAL INCOME 4541311 3551739

EXPENSES Interest expense 263289 232164 Operating expenses 327778 394206 Income before income tax benefit 3950244 2925369 Income tax expense (benefit) 50099 (167365) Income before equity in undistributed

net income of subsidiaries 3900145 3092734 Equity in undistributed net income

of subsidiaries 5992073 7043475

NET INCOME $ 9892218 $ 10136209

COMPREHENSIVE INCOME $ 9757942 $ 7471198

1ST SUMMIT BANCORP amp SUBSIDIARIES

32

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 34: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

INTRODUCTION Managementrsquos discussion and analysis and related financial data are presented to assist in the understanding and evaluation of the finanshycial condition and results of operations of 1ST SUMMIT BANCORP of Johnstown Inc (the ldquoCompanyrdquo) and its main subsidiaries 1ST SUMMIT BANK (the ldquoBankrdquo) and Cambria Thrift Consumer Discount Company (ldquoCambriardquo) for the years ended December 31 2017 and 2016 This section should be read in conjunction with the consolishydated financial statements and related footnotes

Sections of this financial review as well as the notes to the consolishydated financial statements contain certain forward-looking stateshyments which reflect managementrsquos beliefs and expectations based on information currently available and may contain the words ldquoexpectrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquoshouldrdquo ldquointendrdquo ldquoprobabilityrdquo ldquoriskrdquo ldquotargetrdquo ldquoobjectiverdquo and similar expressions or variations on such expressions These forward-looking statements are inherently subject to significant risks and uncertainties which could cause actual results to differ materially from those projected Those risks and uncertainshyties include changes in interest rates economic conditions costs of opening new offices and the ability to control costs and expenses You should not place undue reliance on our forward-looking stateshyments Forward-looking statements speak only as of the date on which they were made The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof

RESULTS OF OPERATIONS - SUMMARY While the Tax Cuts and Jobs Act enacted on December 22 2017 will be beneficial to future earnings of the Company because of the reduction in the corporate tax rate it had a material negative impact on 2017 earnings due to an accounting rule that requires deferred tax assets and liabilities to be adjusted at the time the law is enacted For this reason many of the calculations in this section exclude the one-time tax adjustment created by the change in the corporate tax rate Net income for the year was $10825616 excluding a one-time tax adjustment of $933398 compared to $10136209 for the year 2016 This represents an increase of $689407 or 68 from the prior year Earnings per share for 2017 excluding the one-time tax adjustment were $986 increasing from $922 in 2016 The return on average assets for the year ended December 31 2017 excluding the one-time tax adjustment was 106 and 104 for the year ended December 31 2016 The return on average equity for 2017 excluding the one-time tax adjustment was 1159 and 1153 for 2016

The increase in earnings was principally attributable to an improved net interest margin higher non-interest income and a lower effective tax rate excluding the one-time tax adjustment Net interest income totaled $28374879 compared to $26997706 in 2016 Net interest income increased as a result of there being approximately $455 million more in average earning assets during 2017 The net interest margin on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Other income for 2017 excluding net securities gains of $2495070 was $5113581 an increase of $313698 or 65 over 2016 This category of income increased due to higher wealth management income service charges on deposit accounts bank-owned life insurance income and bank card interchange income Net securities gains were $2495070 compared to $1665532 in 2016 an increase of $829538 This increase was primarily the result of selling selected equity securities in order to reduce our exposure to that segment of the portfolio Total other income represented 171 of total revenues in 2017 compared to 155 in 2016

Other expenses totaled $20884415 in 2017 compared to $19601251 in 2016 an increase of $1283164 or 65 The higher expenses were principally due to higher salaries and benefits costs for additional hiring higher occupancy equipment data processing expense and foreclosed asset resolution charges

FINANCIAL CONDITION Total Assets Total assets at December 31 2017 were $104 billion compared to $9969 million at December 31 2016 an increase of $441 million or 44 Net loans increased $136 million while investment securities increased by $422 million cash and equivalents were down $123 million and all other assets combined were up $06 million This significant asset growth was driven by strong deposit growth of $417 million for the year

Loans Receivable The Company grants credit to commercial consumer and real estate customers with the view of serving the communityrsquos credit needs Loan growth was broad based with residential real estate loans showing the greatest increase as well as commercial commercial real estate and consumer loans contributing to growth Total loans receivable represented the most significant percentage of the Comshypanyrsquos assets at 491 of total assets This includes loans at both the Bank and Cambria At December 31 2017 total loans receivable were $5114 million compared to $4983 million at December 31 2016 an increase of $131 million or 26

Residential real estate which includes home equity lending totaled $2426 million at December 31 2017 compared to $2368 million at December 31 2016 This increase of $58 million was net of payshyments and refinancing activity In 2017 fixed rate mortgage products were preferred by customers and accounted for the majority of the lending activity

Construction loans which include loans for real estate development along with residential construction totaled $261 million at Decemshyber 31 2017 compared to $207 million at December 31 2016 an increase of $54 million or 260

Commercial loans consist principally of loans made to small and meshydium sized businesses within the Companyrsquos market and are usually secured by real estate and other assets of the borrower Commercial and commercial real estate loans grew to $2091 million at December 31 2017 from $2066 million in 2016 an increase of $25 million or 12

Non-Performing Assets and Allowance for Loan and Lease Losses Non-performing assets consist of non-performing loans (non-accrual and credits delinquent 90 days and over) real estate acquired through foreclosure and non-performing investment securities Commercial real estate and consumer loans are generally placed on non-accrual status when interest is 90 days delinquent or when management ascertains that an obligorrsquos financial condition renders collection of interest doubtful

The Companyrsquos emphasis on asset quality as a key objective continshyued in 2017 Non-performing assets totaled $26 million representshying 025 of total assets at year-end 2017 compared to $24 million and 024 of assets at December 31 2016 Non-performing assets include loans of $22 million and foreclosed real estate of $04 million at December 31 2017 compared to $23 million and $01 million respectively at December 31 2016 1S

T SUMMIT BANCORP amp SUBSIDIARIES

33

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 35: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S 1ST SUMMIT BANCORP amp SUBSIDIARIES

Non-Performing Assets and Allowance for Loan Adequacy of the allowance for loan and lease losses is evaluated on a monthly basis The evaluation includes but is not restricted to theand Lease Losses (Contrsquod) composition of risks inherent in the loan portfolio the analysis of im-

The allowance for loan and lease losses (ldquoallowancerdquo) is a reserve to paired loans and a historical review of loans The current allowance ofprovide for possible loan portfolio losses The allowance decreased to $59 million at December 31 2017 is deemed adequate and at 115$59 million representing 115 of total loans at December 31 2017 of loans represents a favorable ratio The reserve has increased and totaled $63 million or 127 of total loans at December 31 2016 120 over the past five yearsThe provision for loan losses (ldquoprovisionrdquo) is an expense charged to earnings to fund the allowance The provision of $1231550 or 024 of loans at December 31 2017 compares with $751150 or 015 The following table sets forth information relative to the Companyrsquos of loans at December 31 2016 Net loan charge-offs in 2017 were allowance for loan and lease losses on the indicated dates$1675368 or 033 of average loans compared to net loan charge-offs of $571513 or 012 of average loans in 2016 This increase was due principally to a write-down of one problem credit in 2017

(In thousands)

Allowance for Loan and Lease Losses 2017 2016 2015 2014 2013

Allowance balance January 1 $ 6328 $6149 $5768 $5612 $5254 Charge-offs

Consumer (459) (393 ) (317 ) (290 ) (265 ) Residential real estate (64) (112) (132) (79 ) (87 ) Commercial and all other (1253) (152 ) (946 ) (538 ) (294 )

Total charge-offs (1776) (657 ) (1395) (907 ) (646 ) Recoveries

Consumer 86 72 63 52 46 Residential real estate 12 3 11 2 12 Commercial and all other 3 10 mdash 25 42

Total recoveries 101 85 74 79 100 Provisions 1231 751 1702 984 904 Allowance balance December 31 $ 5884 $6328 $6149 $5768 $5612 Allowance for loan losses as a percent of

total loans outstanding 115 127 130 127 127 Net loans charged-off as a percent of

average loans outstanding 033 012 029 019 013

The following table sets forth information relative to non-accrual loans non-performing loans and non-performing assets on the indicated dates

December 31 (In thousands)

Non-Performing Assets 2017 2016 2015 2014 2013

Non-accrual loans Consumer $ 185 $ 141 $ 162 $ 34 $ 47 Residential real estate 73 218 311 502 110 Commercial and all other 851 69 135 829 424

Total non-accrual loans 1109 428 608 1365 581 Accruing loans which are contractually

past due 90 days or more 1070 1848 990 1271 1143 Total non-performing loans 2179 2276 1598 2636 1724 Foreclosed real estate 461 145 267 82 164 Non-performing investments mdash mdash mdash 2232 999 Total non-performing assets $2640 $2421 $1865 $4950 $2887

Non-performing loans to total loans 043 046 034 058 039 Non-performing loans to total assets 021 023 017 029 020 Non-performing assets to total assets 025 024 020 054 033

34

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 36: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Securities The securities portfolio consists principally of issues of United States Government agencies including mortgage-backed securities municipal obligations corporate debt and equity securities of other financial institutions The Company classifies its investments in two categories at the time of purchase as held to maturity (ldquoHTMrdquo) and available for sale (ldquoAFSrdquo) The Company does not have a trading account Securishyties classified as HTM are those in which the Company has the ability and intent to hold the security until contractual maturity At December 31 2017 the HTM portfolio totaled $2276 million and consisted of longer-term municipal obligations US Government agencies and mortgage-backed securities Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management These securities are adjusted to and carried at their fair value with any unrealized gains or losses net of tax recorded in the equity section of the consolidated balance sheet as accumulated other comprehensive income (loss) At December 31 2017 $2635 million in securities were so classified and carried at their fair value with unrealized losses net of tax of $12 million included in accumulated other comprehensive loss in stockholdersrsquo equity

At December 31 2017 the average life of the portfolio was 56 years compared to 47 years at the prior year end The increase was princishypally due to the purchase of longer-term amortizing securities coupled with natural amortization in the portfolio Total purchases for the year were $1144 million securities matured or called with cash flows of $570 million and securities sales of $156 million The purchases were funded principally by cash flow from the portfolio and deposit growth

At December 31 2017 the Companyrsquos securities portfolio (HTM and AFS) totaled $4911 million with the mix as follows U S Government agencies 27 mortgage-backed securities 608 municipal obligashytions 352 corporate obligations equity securities of other financial institutions and mutual funds combined 13 The portfolio contained no structured notes step-up bonds and no off-balance sheet derivatives were in use The portfolio totaled $4489 million at December 31 2016

Deposits The Company provides a complete range of deposit products to its customers through the Bankrsquos sixteen community offices These products include interest-bearing and noninterest-bearing demand deposit accounts statement savings and money market accounts Time deposits consist of certificates of deposit with terms of up to ten years and include individual retirement accounts

Deposits the main source of funding for the Company grew $417 million or 48 to a year-end total of $9088 million In 2017 the interest-bearing checking category showed the most significant growth As of December 31 2017 the Companyrsquos interest-bearing checking accounts increased $300 million or 170 to $2063 million Time deposits increased $56 million or 16 to $3671 million Time deposits of $250000 or more which include public funds were $525 million at December 31 2017 compared with $483 million at year end 2016 These deposits are usually subject to competitive bids and the Company bases its bids on current interest rates loan demand and the relative cost of other funding sources Money market deposits totaled $1300 million increasing $10 million from the prior year In addition noninterest-bearing checking deposits totaled $638 million increasing

$25 million from the prior year while savings accounts totaled $1416 million increasing $25 million from the prior year

Interest Rate Risk Interest rate sensitivity and market risk of assets and liabilities are manshyaged by the Asset and Liability Management Committee The principal objective of the committee is to maximize net interest income within acceptable levels of risk which are established by policy Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates

Net interest income which is the primary source of the Companyrsquos earnshyings is impacted by changes in interest rates To manage the impact of interest rate changes the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approxishymately the same time intervals An imbalance in repricing opportunities at a given point in time reflects interest rate sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities These are static gap measurements used as early indicashytors of potential interest rate risk exposures over specific intervals At December 31 2017 the rate sensitivity gaps for specific intervals were within the Companyrsquos policy limits

The Company also uses net interest income simulation to assist in interest rate risk management The process includes simulating various interest rate scenarios and their respective impact on net interest inshycome It is assumed that a change in rates is instantaneous and that all rates move in a parallel manner Assumptions are also made concernshying prepayment speeds on loans and securities While management believes such assumptions to be reasonable there can be no assurshyance that modeled results will approximate actual results The analysis and model used to quantify the sensitivity of our net interest income also becomes less reliable in a decreasing scenario given the current unprecedented low interest rate environment The following is a rate shock for a twelve-month period assuming a static balance sheet as of December 31 2017

Parallel rate shock in basis points -100 +100 +200 +300

Net interest income change (in thousands)

Percentage change from static

$ (479 )

(17 )

$ 437

15

$ 759

26

$ 758

26

At December 31 2017 the level of net interest income at risk in all scenarios was within the Companyrsquos policy limit

The Company also projects future cash flows from assets and liabilities over a long-term horizon and then discounts these cash flows using instantaneous parallel shocks to interest rates The aggregation of these discounted cash flows is the Economic Value of Equity (ldquoEVErdquo) At December 31 2017 the EVE at risk in all scenarios was within the Companyrsquos policy limit

1ST SUMMIT BANCORP amp SUBSIDIARIES

35

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 37: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Liquidity Liquidity can be viewed as the ability to fund customersrsquo borrowing needs and withdrawal requests while supporting asset growth The Companyrsquos primary sources of liquidity include deposit generation and cash flow from asset maturities and securities repayments

At December 31 2017 the Company had cash and cash equivalents of $85 million in the form of cash due from banks and short-term intershyest-bearing deposits with other institutions In addition the Company had securities available for sale of $2635 million which could be used for liquidity needs Cash and securities available for sale totaled $2720 million and represented 261 of total assets compared to 217 of total assets at December 31 2016 The Company also monitors other liquidity measures all of which were well within the Companyrsquos policy guidelines at December 31 2017 The Company believes its liquidity position is adequate

The Company maintains established lines of credit with the Federal Home Loan Bank (ldquoFHLBrdquo) of Pittsburgh and other correspondent banks which support liquidity needs The approximate borrowing capacity from the FHLB was $2619 million At December 31 2017 the Company had $155 million in borrowings from the FHLB which is $45 million lower than at December 31 2016

Contractual Obligations

Off-Balance Sheet Arrangements The Companyrsquos financial statements do not reflect various commitments that are made in the normal course of business which may involve some liquidity risk These commitments consist primarily of unfunded loans standby letters of credit and financial guarantees made under the same standards as on-balance sheet instruments Unused commitshyments at December 31 2017 totaled $917 million and consisted of $886 million of unfunded loans and $31 million in standby letters of credit and financial guarantees Since these instruments generally have fixed expiration dates within one year of their original origination and because many of them will expire without being drawn upon they do not present significant liquidity risk

Management believes any amounts actually drawn upon can be funded in the normal course of operations The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources

The following table represents the aggregate on- and off-balance sheet contractual obligations to make future payments

December 31 2017 (In thousands)

Less Than Over 1 Year 1-3 Years 4-5 Years 5 Years Total

Time deposits $ 162212 $142814 $ 61672 $ 452 $367150 Short- and long-term debt 8533 14457 mdash 8186 31176 Operating leases 559 546 100 mdash 1205

$ 171304 $157817 $ 61772 $ 8638 $399531

The Company is not aware of any known trends demands commitments events or uncertainties which would result in any material increase or decrease in liquidity

1ST SUMMIT BANCORP amp SUBSIDIARIES

36

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 38: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

RESULTS OF OPERATIONS

Net Interest Income Net interest income is the difference between income earned on loans and securities and interest paid on deposits and borrowings For the year ended December 31 2017 net interest income was $28374879 an increase of $1377173 or 51 over 2016 The resulting interest spread on a fully tax equivalent basis for 2017 was 322 compared to 318 in 2016

Interest income for the year ended December 31 2017 totaled $36904896 compared to $35197569 in 2016 The increase of $1707327 was principally due to a significantly higher level of earning assets during the year On average loans represented 514 of earning assets compared to 520 in 2016 Investment securities represented 483 of average earning assets in 2017 compared to 476 in 2016 Average federal funds sold and interest bearing balshyances represented 04 in 2017 and 05 in 2016

Interest income earned on loans totaled $24423351 in 2017 with a yield of 490 on a fully tax equivalent basis increasing from $23402541 in 2016 with a yield of 487 on a fully tax equivalent basis The increase in yield was applicable to higher reinvestment rates on loans for the year with an average prime rate of 410 in 2017 and 351 in 2016 Loans averaged $5040 million in 2017 compared to $4863 million in 2016

Securities averaged $4737 million in 2017 with interest income of $12362196 and a fully tax equivalent yield of 312 compared to $4453 million $11680749 and 310 respectively in 2016 The increase in yield was principally due to higher long-term interest rates in 2017 with more investment income from tax exempt municishypal obligations Principal cash flow from securities was reinvested in mortgage-backed securities US Government agency securities and tax exempt municipal obligations

Interest expense for the year ended December 31 2017 totaled $8530017 increasing from $8199863 in 2016 The average cost of interest-bearing liabilities in 2017 was 093 a decrease of one basis point from 094 in 2016 The Companyrsquos cost of interest-bearing deposits decreased to 085 from 086 in 2016

Other Income Other income totaled $7608651 in 2017 an increase of $1143236 from $6465415 in 2016 Other income is revenue derived from sources other than interest and dividends Excluding net securities gains of $2495070 in 2017 and $1665532 in 2016 other income for the year was $5113581 compared to $4799883 an increase of $313698 or 65

Service charge income and fees on deposit accounts were $1758822 in 2017 and $1706589 in 2016 Deposit accounts include Consumer ldquoClubrdquo and ldquoNOWrdquo accounts No Frills checking Regular checking Prime Timersrsquo checking Business Regular checking and Business interest-bearing checking accounts The increase in income was a result of more customers using our special overdraft privilege service

Wealth management income of $1077551 in 2017 was a 137 increase from $947366 in 2016 This includes trust department

income mutual fund fees and discount brokerage fees Income from trust department activities was $676381 in 2017 compared to $579460 in 2016 with the increase principally due to more assets under management in 2017 Commissions on sales of annuities and mutual funds were $400857 on sales of $123 million in 2017 increasshying from revenues of $367710 on sales of $136 million in 2016 Brokerage fees were not significant in 2017 or 2016

Income on bank-owned life insurance was $411064 in 2017 and $390427 in 2016 The Bank implemented this program in the second quarter of 2004 where key officers are granted life insurance covershyage with the Bank and the officersrsquo beneficiaries to receive insurance proceeds through these split dollar policies

Debit card income was $891482 in 2017 an increase of $96446 or 121 compared with $795036 in 2016 This revenue source was a result of customers transacting business with VISA merchants

Credit card fees decreased to $417444 from $440730 in 2016 a 53 decrease attributed to a change in our merchant processing program which reduces both our income and expense for merchant processing which benefits both our merchants and the bank

The balance of other income $557218 up from $519735 or 72 was comprised primarily of revenues received from title insurance ATM use credit lifeaccident and health insurance stop payments safe deposit box rents and secondary market activity

The Company had net gains on sales of securities of $2495070 compared to $1665532 in 2016 This revenue was from the sale of selected equity holdings of other financial institutions and selected bonds from the investment portfolio

The Company had no impairment losses in 2017 or 2016 Securities are evaluated quarterly to determine if a decline in value is other than temporary Once a decline in value is determined to be other than temshyporary the amount of credit loss is charged to earnings Any remaining difference between fair value and amortized cost is recognized in other comprehensive income

The following table shows other income by selected categories

Year Ended December 31 (In thousands)

Other Income 2017 2016 Service charges and fees on deposit accounts $ 1759 $ 1707 Fiduciary activities 677 579 Mutual funds and annuities 401 368 Bank-owned life insurance income 411 390 Debitcheck card income 891 795 Credit card income 417 441 Other income 558 519

Subtotal 5114 4799 Net realized gains on securities 2495 1666

Total $ 7609 $ 6465

1ST SUMMIT BANCORP amp SUBSIDIARIES

37

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 39: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

M A N A G E M E N T rsquo S D I S C U S S I O N A N D A N A LY S I S

Other Expense Other expense totaled $20884415 in 2017 an increase of $1283164 or 65 over $19601251 in 2016 Salaries and emshyployee benefit costs which represented 559 of total other expense were $11671359 for 2017 an increase of $537033 or 48 Occushypancy expense also increased $15017 or 09 in 2017 Equipment expense increased $118375 or 91 in 2017 Federal depository insurance expense decreased 207 to $313500 in 2017 Data proshycessing expense was up 106 to $749313 in 2017 Pennsylvania shares tax expense a tax levied on the book value of shares of stock in banks and trust companies that conduct business in Pennsylvashynia increased $87481 or 120 in 2017 to $814270 Donations expense increased $9105 or 39 in 2017 to $243172 Other operating expense was $4058207 for 2017 an increase of $525834 or 149 This other category includes a wide array of operating expenses The largest part of this increase was due to increased costs of liquidating assets acquired through foreclosures

The following table shows other expense by selected categories

Year Ended December 31 (In thousands)

Other Expense 2017 2016 Salaries and employee benefits $ 11671 $ 11134 Occupancy expense 1613 1598 Equipment expense 1422 1303 Federal depository insurance expense 314 395 Data processing expense 749 677 Pennsylvania shares tax expense 814 727 Donations expense 243 234 Other operating expense 4058 3533 Total $20884 $ 19601

Ratios

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Total capital to risk-weighted assets Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Tier 1 leverage ratio

Income Taxes Federal income tax expense in 2017 excluding the one-time tax adjustment triggered by the passage of the tax reform bill was $3041949 with an effective tax rate of 219 compared to expense of $2974511 with an effective tax rate of 227 in 2016 The decrease in the effective tax rate was applicable to higher levels of taxable interest income more than proportionally offset by higher tax-free income from municipal obligations and bank-owned life insurance The Company continued to take advantage of tax-free income to minimize its tax rate without incurring alternative minimum tax The one-time tax adjustment triggered by the passage of the tax reform bill increased 2017 federal income tax expense by $933398 increasing the effective tax rate to 287

Stockholdersrsquo Equity Total stockholdersrsquo equity at December 31 2017 was $95093879 compared to $88330352 at December 31 2016 Excluding acshycumulated other comprehensive loss total stockholdersrsquo equity was $96246947 in 2017 and $89349144 in 2016 a 77 increase

Book value of the common stock was $8657 per share at December 31 2017 compared to $8036 per share at December 31 2016 At year-end 2017 the market price was $11300 per share compared to $10400 at December 31 2016

At December 31 2017 the Company had a Total risk-based capital ratio of 1937 Common equity tier 1 risk-based capital ratio of 1688 Tier 1 risk-based capital ratio of 1793 and Tier 1 leverage capital ratio of 1000 compared to a Total risk-based capital ratio of 1870 Common equity tier 1 risk-based capital ratio of 1593 Tier 1 risk-based capital ratio of 1700 and Tier 1 leverage capital ratio of 977 for 2016 The Bank was considered well capitalized under the regulatory framework for prompt corrective action To be considered well capitalized the Bank must maintain minimum Total risk-based capital Common equity tier 1 risk-based capital Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table below

To Be Considered Minimum Actual Well Capitalized Required

At December 31 2017

1937 1000 800 1688 650 450 1793 800 600 1000 500 400

At December 31 2016

1870 1000 800 1593 650 450 1700 800 600

977 500 400

1ST SUMMIT BANCORP amp SUBSIDIARIES

38

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 40: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

S U M M A R Y O F Q U A R T E R LY F I N A N C I A L D ATA

Unaudited quarterly results

(In thousands except per share data) First Second Third Fourth

2017 CONDENSED INCOME STATEMENT

Interest income $ 8921 $ 9104 $ 9351 $ 9529 Interest expense 2053 2073 2150 2254 Net interest income 6868 7031 7201 7275 Provision for loan and lease losses 176 245 311 500 Net interest income after provision 6692 6786 6890 6775 Other income 1198 1394 1282 1239 Securities gains and impairment losses net 473 303 342 1377 Noninterest expense 4975 5116 5136 5657 Income before income taxes 3388 3367 3378 3734 Applicable income taxes 767 736 697 1775 Net income $ 2621 $ 2631 $ 2681 $ 1959

PER COMMON SHARE Net income $ 239 $ 240 $ 244 $ 178 Dividends paid $ 063 $ 065 $ 065 $ 070 Market price $ 10500 $ 10700 $ 10900 $11300

2016 CONDENSED INCOME STATEMENT

Interest income $ 8915 $ 8779 $8752 $8752 Interest expense 2046 1994 2054 2106 Net interest income 6869 6785 6698 6646 Provision for loan and lease losses 200 179 182 190 Net interest income after provision 6669 6606 6516 6456 Other income 1173 1185 1263 1178 Securities gains and impairment losses net 322 434 451 459 Noninterest expense 4843 4936 4904 4918 Income before income taxes 3321 3289 3326 3175 Applicable income taxes 767 760 756 692 Net income $ 2554 $ 2529 $ 2570 $ 2483

PER COMMON SHARE Net income $ 232 $ 230 $ 234 $ 226 Dividends paid $ 058 $ 059 $ 060 $ 062 Market price $ 9800 $ 10100 $ 10300 $ 10400

1ST SUMMIT BANCORP amp SUBSIDIARIES

39

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 41: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

1ST SUMMIT BANCORP amp SUBSIDIARIES

S E L E C T E D F I N A N C I A L D ATA

(In thousands except per share data)

BALANCE SHEET 2017 2016 2015 2014 2013 2012

ASSETS Cash and cash equivalents $ 8503 $ 20821 $ 8785 $ 8541 $ 8856 $ 19862 Investment securities 491069 448897 437253 425113 389641 372758 Loans 511448 498340 474719 454256 440280 402594 Allowance for loan losses 5884 6328 6149 5768 5612 5254

Net loans 505564 492012 468570 448488 434668 397340 Fixed assets 9671 9895 8804 8650 8724 8342 Other assets 26206 25294 25224 19793 23834 20908

TOTAL ASSETS $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

LIABILITIES AND STOCKHOLDERSrsquo EQUITY

Deposits $ 908751 $ 867066 $ 816022 $ 797090 $ 762559 $ 723061 Borrowed funds 31176 35393 43256 30281 33683 28223 Other liabilities 5992 6130 5891 5125 5015 4948 Total stockholdersrsquo equity 95094 88330 83467 78089 64466 62978

TOTAL LIABILITIES AND STOCKHOLDERSrsquo EQUITY $1041013 $ 996919 $ 948636 $ 910585 $ 865723 $ 819210

STATEMENT OF INCOME 2017 2016 2015 2014 2013 2012

Total interest income $ 36905 $ 35198 $ 34771 $ 34805 $ 33492 $ 33463 Total interest expense 8530 8200 8107 8205 8817 9871

Net interest income 28375 26998 26664 26600 24675 23592 Provision for loan losses 1232 751 1702 984 904 508

Net interest income after provision 27143 26247 24962 25616 23771 23084 Other income 5113 4799 4551 4349 4158 4108 Securities gains and impairment losses net 2495 1666 2714 421 677 (354) Noninterest expense 20884 19601 19309 17955 16880 15637

Income before income taxes 13867 13111 12918 12431 11726 11201 Income tax expense 3975 2975 3008 2861 2666 2689

NET INCOME $ 9892 $ 10136 $ 9910 $ 9570 $ 9060 $ 8512

PER SHARE DATA

Net income $ 901 $ 922 $ 902 $ 871 $ 825 $ 775 Cash dividend $ 263 $ 239 $ 223 $ 197 $ 181 $ 170 Book value $ 8657 $ 8036 $ 7600 $ 7110 $ 5869 $ 5737 Market value $ 11300 $ 10400 $ 9600 $ 9200 $ 8600 $ 8200

Average shares outstanding 1098418 1099177 1098277 1098256 1098331 1097717

40

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 42: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still

-

S H A R E H O L D E R I N F O R M AT I O N

ANNUAL MEETING

The Annual Meeting of the Shareholders of 1ST SUMMIT BANCORP of Johnstown Inc will be held at 300 pm on Wednesday April 18 2018 at Sunnehanna Country Club

Sunnehanna Drive Johnstown PA We encourage your attendance and look forward to sharing our continued success with you Call Leeann Wyland at 814-262-4141 for reservations

STOCK INFORMATION

1ST SUMMIT BANCORP of Johnstown Inc common stock is traded on OTC Pink under the symbol ldquoFSMKrdquo If you are interested in buying or selling stock

we provide a free service to match buyers and sellers on a bid basis at no cost Requests for information or assistance should be directed to Leeann Wyland at

814-262-4141 or by mail to Shareholder Relations 1ST SUMMIT BANCORP PO Box 5480 Johnstown PA 15904

DIVIDEND CALENDAR

If 1ST SUMMIT BANCORP issues a quarterly dividend payment it will be paid on or about March 15 June 15 September 15 and December 15

TRANSFER AGENT

1ST SUMMIT BANK Trust Department PO Box 5480 Johnstown PA 15904 | 814-262-4043 or 814-262-4141

ACKNOWLEDGMENTS

A special thanks to the following professionals who assisted in the production of this report Carol Myers Leeann Wyland Lori Baumgardner CambriArts Advertising

S U B S I D I A R I E S

MAIN OFFICE

125 Donald Lane PO Box 5480 Johnstown Pennsylvania 15904 814-262-4010 | 888 262-4010 | www1stsummitcom

16 COMMUNITY OFFICES

Serving Cambria Somerset Indiana Blair and Westmoreland counties

Cambria Thrift Consumer Discount Company

MAIN OFFICE

123 West High Street Ebensburg Pennsylvania 15931 814-472-9300 | wwwloansforallreasonscom

4 COMMUNITY OFFICES

Serving Cambria and Indiana counties

1ST SUMMIT BANCORP amp SUBSIDIARIES

Licensed by the PA Department of Banking 21976

41

  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2
Page 43: 1ST SUMMIT BANCORP customers and clients. These services ... Annual Report.pdf · for Loan Losses declined slightly to 1.15%, due to one problem credit, but the ALLL ratio was still
  • Annual Report F Cover 180109 PRINTER SINGLE
  • Annual Report 2017 Inside F Cover 180109 SINGLE
  • Annual Report 2017 1-10 180109 REV
  • Annual Report 2017 11-40 180109 PRINTER
  • Annual Report 2017 Inside B Cover 180109 SINGLE
  • Annual Report B Cover 180109 PRINTER SINGLE
      1. undefined
      2. Cash and due from banks
      3. Interestbearing deposits in banks
      4. Cash and cash equivalents
      5. Investment securities available for sale
      6. Loans
      7. Less allowance for loan losses
      8. Net loans
      9. Premises and equipment net
      10. Goodwill
      11. Bankowned life insurance
      12. Accrued interest receivable
      13. Federal Home Loan Bank stock
      14. TOTAL ASSETS
      15. Noninterestbearing checking
      16. Interestbearing checking
      17. Money market
      18. Savings
      19. Time
      20. Total deposits
      21. Shortterm borrowings
      22. Other borrowed funds
      23. Accrued interest payable and other liabilities
      24. TOTAL LIABILITIES
      25. none issued
      26. 1101519 issued
      27. Capital surplus
      28. Retained earnings
      29. Accumulated other comprehensive loss
      30. TOTAL STOCKHOLDERS EQUITY
      31. STOCKHOLDERS EQUITY
      32. Interest and fees on loans
      33. Taxable
      34. Exempt from federal income tax
      35. Other interest
      36. Total interest and dividend income
      37. Deposits
      38. Shortterm borrowings_2
      39. Other borrowed funds_2
      40. Total interest expense
      41. NET INTEREST INCOME
      42. PROVISION FOR LOAN LOSSES
      43. Service charges on deposit accounts
      44. Investment securities gains net
      45. Wealth management income
      46. Earnings on bankowned life insurance
      47. Bank card income
      48. Other income
      49. Total other income
      50. Salaries and employee benefits
      51. Occupancy expense
      52. Equipment expense
      53. Federal deposit insurance expense
      54. Data processing expense
      55. Shares tax expense
      56. Donations expense
      57. Other expense
      58. Total other expense
      59. Income tax expense
      60. NET INCOME
      61. EARNINGS PER SHARE
      62. AVERAGE SHARES OUTSTANDING
      63. NET INCOME_2
      64. availableforsale securities
      65. Tax effect
      66. realized in income
      67. Tax effect_2
      68. TOTAL OTHER COMPREHENSIVE LOSS
      69. TOTAL COMPREHENSIVE INCOME
      70. 1538
      71. 11515
      72. undefined_2
      73. 1120
      74. undefined_3
      75. 14462
      76. Net income
      77. Provision for loan losses
      78. Depreciation and amortization
      79. Investment securities gains net_2
      80. Deferred income taxes
      81. Earnings on bankowned life insurance_2
      82. Increase in accrued interest receivable
      83. Increase in accrued interest payable
      84. Other net
      85. Net cash provided by operating activities
      86. Proceeds from sales
      87. Proceeds from maturities and paydowns
      88. Purchases
      89. Proceeds from sales_2
      90. Proceeds from maturities and paydowns_2
      91. Purchases_2
      92. Net increase in loans
      93. Purchases of premises and equipment
      94. Proceeds from bankowned life insurance
      95. Purchases of bankowned life insurance
      96. Proceeds from sale of real estate owned
      97. Redemption of regulatory stock
      98. Purchase of regulatory stock
      99. Net cash used for investing activities
      100. Net increase in deposits
      101. Net change in shortterm borrowings
      102. Proceeds from other borrowed funds
      103. Repayments of other borrowed funds
      104. Dividends paid on common stock
      105. Purchases of treasury stock
      106. Proceeds from sales of treasury stock
      107. Net cash provided by financing activities
      108. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      109. CASH AND CASH EQUIVALENTS AT END OF YEAR
      110. Allowance balance January 1
      111. Consumer
      112. Residential real estate
      113. Commercial and all other
      114. Total chargeoffs
      115. Consumer_2
      116. Residential real estate_2
      117. Commercial and all other_2
      118. Total recoveries
      119. Provisions
      120. Allowance balance December 31
      121. total loans outstanding
      122. average loans outstanding
      123. Consumer_3
      124. Residential real estate_3
      125. Commercial and all other_3
      126. Total nonaccrual loans
      127. past due 90 days or more
      128. Total nonperforming loans
      129. Foreclosed real estate
      130. Nonperforming investments
      131. Total nonperforming assets
      132. Nonperforming loans to total loans
      133. Nonperforming loans to total assets
      134. Nonperforming assets to total assets
      135. Time deposits
      136. Short and longterm debt
      137. Operating leases
      138. fees on deposit accounts
      139. Fiduciary activities
      140. Mutual funds and annuities
      141. Debitcheck card income
      142. Credit card income
      143. Other income_2
      144. Subtotal
      145. Total
      146. Occupancy expense_2
      147. Equipment expense_2
      148. Data processing expense_2
      149. Pennsylvania shares tax expense
      150. ons expense
      151. ng expense
      152. Total capital to riskweighted assets
      153. Common equity tier 1 capital to riskweighted assets
      154. Tier 1 capital to riskweighted assets
      155. Tier 1 leverage ratio
      156. Total capital to riskweighted assets_2
      157. Common equity tier 1 capital to riskweighted assets_2
      158. Tier 1 capital to riskweighted assets_2
      159. Tier 1 leverage ratio_2
      160. In thousands except per share data
      161. First
      162. Second
      163. Third
      164. Fourth
      165. undefined_4
      166. STOCKHOLDERS EQUITY_2