Note

–

Interest Rate Swap Derivatives

The Company uses interest rate swap agreements to assist in its interest rate risk management. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company entered into forward starting interest rate swaps in

April

2015

as part of its interest rate risk management strategy intended to mitigate the potential risk of rising interest rates on the Bank’s cost of funds. The notional amounts of the interest rate swaps do not represent amounts exchanged by the counterparties, but rather, the notional amount is used to determine, along with other terms of the derivative, the amounts to be exchanged between the counterparties. The interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from

two

counterparties in exchange for the Company making fixed payments beginning in

April

2016.

The Company’s intent is to hedge its exposure to the variability in potential future interest rate conditions on existing financial instruments.

As of

December

31,

2016

and

December

31,

2015,

the Company had

three

forward starting interest rate swap transactions outstanding that had an aggregate notional amount of

$250

million associated with the Company’s variable rate deposits. The net unrealized loss before income tax on the swaps was

$692

thousand at

December

31,

2016

and

$1.4

million at

December

31,

2015.

The lesser unrealized loss at year end

2016

is due a decrease in expected spreads between short and longer term interest rates for the remaining term of the interest rate swap.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company recognized an immaterial amount in earnings due to hedge ineffectiveness during the year ended

December

31,

2016.

The Company did not recognize any hedge ineffectiveness in earnings during the year ended

December

31,

2015.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the year ended

December

31,

2016,

the Company reclassified

$2.3

million related to derivatives from accumulated other comprehensive income to interest expense. During the year ended

December

31,

2015,

the Company did not have any reclassifications to interest expense. During the next

twelve

months, the Company estimates (based on existing interest rates) that

$1.9

million will be reclassified as an increase in interest expense.

The Company is exposed to credit risk in the event of nonperformance by the interest rate swap counterparty. The Company minimizes this risk by entering into derivative contracts with only large, stable financial institutions, and the Company has not experienced, and does not expect, any losses from counterparty nonperformance on the interest rate swaps. The Company monitors counterparty risk in accordance with the provisions of ASC Topic

815,

“Derivatives and Hedging.”

In addition, the interest rate swap agreements contain language outlining collateral-pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits.

The interest rate swap agreements detail: the requirement that collateral be posted when the market value exceeds certain threshold limits associated with the secured party’s exposure; that if the Company defaults on any of its indebtedness (including default where repayment of the indebtedness has not been accelerated by the lender), then the Company could also be declared in default on its derivative obligations; and that if the Company fails to maintain its status as a well/adequately capitalized institution then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

The aggregate fair value of all derivative contracts with credit risk contingent features (i.e., those containing collateral posting or termination provisions based on our capital status) that were in a net liability position totaled

$692

thousand and

$1.4

million as of

December

31,

2016

and

December

31,

2015,

respectively. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of

$550

thousand against its obligations under these agreements for the year ended

December

31,

2016

compared to

$2.9

million for the year ended

December

31,

2015.

If the Company had breached any of these provisions at

December

31,

2016

December

31,

2015,

it could have been required to settle its obligations under the agreements at the termination value.

The table below identifies the balance sheet category and fair values of the Company’s derivative instruments (all of which are designated as cash flow hedges) as of

December

31,

2016

and

December

31,

2015.

	Swap	Notional					Balance Sheet
December 31, 2016	Number	Amount		Fair Value			Category	Receive Rate	Pay Rate			Maturity

(dollars in thousands)
Interest rate swap	(1)	$	75,000	$	(197	)	Other Liabilities	1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points		1.71	%	March 31, 2020
Interest rate swap	(2)		100,000		(514	)	Other Liabilities	Federal Funds Effective Rate +10 basis points		1.74	%	April 15, 2021
Interest rate swap	(3)		75,000		19		Other Liabilities	1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points		1.92	%	March 31, 2022
	Total	$	250,000	$	(692	)

	Swap	Notional					Balance Sheet
December 31, 2015	Number	Amount		Fair Value			Category	Receive Rate	Pay Rate			Maturity

(dollars in thousands)
Interest rate swap	(1)	$	75,000	$	(368	)	Other Liabilities	1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points		1.71	%	March 31, 2020
Interest rate swap	(2)		100,000		(665	)	Other Liabilities	Federal Funds Effective Rate +10 basis points		1.74	%	April 15, 2021
Interest rate swap	(3)		75,000		(384	)	Other Liabilities	1 month USD-LIBOR-BBA w/ -1 day lookback +10 basis points		1.92	%	March 31, 2022
	Total	$	250,000	$	(1,417	)

The table below presents the pre-tax net gains (losses) of the Company’s cash flow hedges for the years ended

December

31,

2016

and

December

31,

2015.

				Year Ended December 31, 2016
				Effective Portion							Ineffective Portion
							Reclassified from AOCI				Recognized in Income
				Amount of			into income				on Derivatives
	Swap			Pre-tax gain (loss)				Amount of				Amount of
	Number			Recognized in OCI			Category	Gain (Loss)			Category	Gain (Loss)

(dollars in thousands)
Interest rate swap		(1	)	$	(197	)	Interest Expense	$	(628	)	Other Expense	$	-
Interest rate swap		(2	)		(514	)	Interest Expense		(880	)	Other Expense		-
Interest rate swap		(3	)		19		Interest Expense		(747	)	Other Expense		1
	Total			$	(692	)		$	(2,255	)		$	1

				Year Ended December 31, 2015
				Effective Portion						Ineffective Portion
							Reclassified from AOCI			Recognized in Income
				Amount of			into income			on Derivatives
	Swap			Pre-tax gain (loss)				Amount of			Amount of
	Number			Recognized in OCI			Category	Gain (Loss)		Category	Gain (Loss)

(dollars in thousands)
Interest rate swap		(1	)	$	(368	)		$	-		$	-
Interest rate swap		(2	)		(665	)			-			-
Interest rate swap		(3	)		(384	)			-			-
	Total			$	(1,417	)		$	-		$	-

Balance Sheet Offsetting

: Our interest rate swap derivatives are eligible for offset in the consolidated balance sheet and are subject to master netting arrangements. Our derivative transactions with counterparties are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there

may

be an intention to settle such amounts on a net basis. The Company generally offsets such financial instruments for financial reporting purposes.

The following table presents the liabilities subject to an enforceable master netting arrangement as of

December

31,

2016

and

December

31,

2015.

Year Ended December 31, 2016
Offsetting of Derivative Liabilities (dollars in thousands)
								Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Balance Sheet			Net Amounts of Liabilities presented in the Balance Sheet		Financial Instruments		Cash Collateral Posted			Net Amount
Counterparty 1	$	514	$	(19	)	$	495	$	-	$	(380	)	$	115
Counterparty 2		197		-			197		-		(170	)		27
	$	711	$	(19	)	$	692	$	-	$	(550	)	$	142

Year Ended December 31, 2015
Offsetting of Derivative Liabilities (dollars in thousands)
							Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Liabilities presented in the Balance Sheet		Financial Instruments		Cash Collateral Posted			Net Amount
Counterparty 1	$	1,049	$	-	$	1,049	$	-	$	(2,170	)	$	(1,121	)
Counterparty 2		368		-		368		-		(740	)		(372	)
	$	1,417	$	-	$	1,417	$	-	$	(2,910	)	$	(1,493	)