6.Investment Securities

The following table shows a comparison of amortized cost and fair values of investment securities at December 31, 2016 and 2015:



(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCL
December 31, 2016
Available for Sale:
U.S. government agencies	$	25,000	$	0		747	$	24,253	$	0
Commercial mortgage-backed agencies		52,978		1		757		52,222		0
Collateralized mortgage obligations		19,953		13		399		19,567		0
Obligations of states and political subdivisions		23,700		255		251		23,704		0
Collateralized debt obligations		27,930		0		7,676		20,254		(3,961)
Total available for sale	$	149,561	$	269	$	9,830	$	140,000	$	(3,961)
Held to Maturity:
U.S. government agencies	$	15,738	$	512	$	0	$	16,250	$	0
Residential mortgage-backed agencies		50,384		160		279		50,265		0
Commercial mortgage-backed agencies		17,584		248		0		17,832		0
Collateralized mortgage obligations		4,833		0		149		4,684		0
Obligations of states and political subdivisions		8,630		490		170		8,950		0
Total held to maturity	$	97,169	$	1,410	$	598	$	97,981	$	0


December 31, 2015
Available for Sale:
U.S. government agencies		34,079		14		129		33,964		0
Residential mortgage-backed agencies		14,285		105		220		14,170		0
Commercial mortgage-backed agencies		43,780		52		196		43,636		0
Collateralized mortgage obligations		9,690		43		123		9,610		0
Obligations of states and political subdivisions		45,949		915		223		46,641		0
Collateralized debt obligations		29,287		0		7,076		22,211		(4,320)
Total available for sale	$	177,070		1,129		7,967		170,232		(4,320)
Held to Maturity:
U.S. government agencies	$	24,704	$	634	$	0	$	25,338	$	0
Residential mortgage-backed agencies		53,734		276		98		53,912		0
Commercial mortgage-backed agencies		18,078		171		17		18,232		0
Collateralized mortgage obligations		6,419		0		122		6,297		0
Obligations of states and political subdivisions		2,625		338		0		2,963		0
Total held to maturity	$	105,560	$	1,419	$	237	$	106,742	$	0

Proceeds from sales of available-for-sale securities and the realized gains and losses for the years ended December 31, 2016 and 2015 are as follows:



(in thousands)	2016		2015
Proceeds	$	43,782	$	60,598
Realized gains		688		1,609
Realized losses		248		647

The following table shows the Corporation’s securities with gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized position, at December 31, 2016 and 2015:



	Less than 12 months				12 months or more
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2016
Available for Sale:
U.S. government agencies	$	24,253	$	747	$	0	$	0
Commercial mortgage-backed agencies		51,604		757		0		0
Collateralized mortgage obligations		14,706		399		0		0
Obligations of states and political subdivisions		8,079		160		2,934		91
Collateralized debt obligations		0		0		20,254		7,676
Total available for sale	$	98,642	$	2,063	$	23,188	$	7,767
Held to Maturity:
Residential mortgage-backed agencies		20,899		279		0		0
Commercial mortgage-backed agencies		4,684		149		0		0
Obligations of states and political subdivisions		2,335		170		0		0
Total held to maturity	$	27,918	$	598	$	0	$	0


December 31, 2015
Available for Sale:
U.S. government agencies		23,929		129		0		0
Residential mortgage-backed agencies		0		0		8,051		220
Commercial mortgage-backed agencies		25,858		196		0		0
Collateralized mortgage obligations		5,299		123		0		0
Obligations of states and political subdivisions		11,537		104		4,048		119
Collateralized debt obligations		0		0		22,211		7,076
Total available for sale	$	66,623	$	552	$	34,310	$	7,415
Held to Maturity:
Residential mortgage-backed agencies		11,085		98		0		0
Commercial mortgage-backed agencies		9,518		17		0		0
Collateralized mortgage obligations		6,297		122		0		0
Obligations of states and political subdivisions		0		0		0		0
Total held to maturity	$	26,900	$	237	$	0	$	0

Management systematically evaluates securities for impairment on a quarterly basis. Based upon application of accounting guidance for subsequent measurement in ASC Topic 320 (ASC Section 320-10-35), management assesses whether (i) the Corporation has the intent to sell a security being evaluated and (ii) it is more likely than not that the Corporation will be required to sell the security prior to its anticipated recovery. If neither applies, then declines in the fair values of securities below their cost that are considered other-than-temporary declines are split into two components. The first is the loss attributable to declining credit quality. Credit losses are recognized in earnings as realized losses in the period in which the impairment determination is made. The second component consists of all other losses, which are recognized in other comprehensive loss. In estimating OTTI losses, management considers (a) the length of time and the extent to which the fair value has been less than cost, (b) adverse conditions specifically related to the security, an industry, or a geographic area, (c) the historic and implied volatility of the fair value of the security, (d) changes in the rating of the security by a rating agency, (e) recoveries or additional declines in fair value subsequent to the balance sheet date, (f) failure of the issuer of the security to make scheduled interest or principal payments, and (g) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future. Management also monitors cash flow projections for securities that are considered beneficial interests under the guidance of ASC Subtopic 325-40, Investments – Other – Beneficial Interests in Securitized Financial Assets, (ASC Section 325-40-35).

Management believes that the valuation of certain securities is a critical accounting policy that requires significant estimates in preparation of its consolidated financial statements. Management utilizes an independent third party to prepare both the impairment valuations and fair value determinations for its collateralized debt obligation (“CDO“) portfolio consisting of pooled trust preferred securities. Management performs due diligence on the third party processes and believes that it has an adequate understanding of the analysis, assumptions and methodology used by the third party to prepare the fair value determination and the OTTI evaluation. Management reviews the qualifications of the third party and believes they are qualified to provide the analysis and pricing determinations. Quarterly, management reviews the third party’s detailed assumptions and analyzes its projected discounted present value results for reasonableness and consistency with the trend of prior projections. Annually, management performs stress tests of the assumptions used in the third party models and performs back tests of the assumptions and prepayment projections to validate the impairment model results. As a result of its due diligence process, management believes that the fair value presented and the OTTI recognized are appropriate. A total of $3.2 million in impairment losses was realized during the time period 2009 through 2011 on the CDO portfolio remaining at December 31, 2016. Due to the prior credit impairment, the securities in this portfolio have continued to be evaluated to determine whether any additional OTTI has occurred. Based on management’s review of the third party evaluations, management believes that there were no material differences in the relative valuations between December 31, 2016 and December 31, 2015.

U.S. Government Agencies – Available for Sale – There were four U.S. government agencies in an unrealized loss position for less than 12 months as of December 31, 2016. There were no U.S. government agencies in an unrealized loss position for 12 months or more. The securities are of the highest investment grade and the Corporation does not intend to sell them, and it is not more likely than not that the Corporation will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Accordingly, management does not consider these investments to be other-than-temporarily impaired at December 31, 2016.

Residential Mortgage-Backed Agencies – Available for Sale - There were no residential mortgage-backed agencies in an unrealized loss position as of December 31, 2016.

Commercial Mortgage-Backed Agencies – Available for Sale – There were nine commercial mortgage-backed agencies in an unrealized loss position for less than 12 months as of December 31, 2016. The securities are of the highest investment grade and the Corporation does not intend to sell them, and it is not more likely than not that the Corporation will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Accordingly, management does not consider these investments to be other-than-temporarily impaired at December 31, 2016. There were no commercial mortgage-backed agency securities in an unrealized loss position for 12 months or more.

Collateralized Mortgage Obligations – Available for Sale – There were three collateralized mortgage obligations in an unrealized loss position for less than 12 months as of December 31, 2016. The securities are of the highest investment grade and the Corporation does not intend to sell them, and it is not more likely than not that the Corporation will be required to sell them before recovery of the amortized cost basis, which may be at maturity. Accordingly, management does not consider these investments to be other-than-temporarily impaired at December 31, 2016. There were no collateralized mortgage obligations in an unrealized loss position for 12 months or more.

Obligations of State and Political Subdivisions – Available for Sale – There were five obligations of state and political subdivisions that have been in an unrealized loss position for less than 12 months at December 31, 2016. There was one security that has been in an unrealized loss position for 12 months or more. These investments are of investment grade as determined by the major rating agencies and management reviews the ratings of the underlying issuers and performs an in-depth credit analysis on the securities. Management believes that this portfolio is well-diversified throughout the United States, and all bonds continue to perform according to their contractual terms. The Corporation does not intend to sell these investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity. Accordingly, management does not consider these investments to be other-than-temporarily impaired at December 31, 2016.

Collateralized Debt Obligations – Available for Sale - The $7.7 million in unrealized losses greater than 12 months at December 31, 2016 relates to twelve pooled trust preferred securities that are included in the CDO portfolio. See Note 24 for a discussion of the methodology used by management to determine the fair values of these securities. Based upon a review of credit quality and the cash flow tests performed by the independent third party, management determined that there were no securities that had credit-related non-cash OTTI charges during 2016. The unrealized losses on the remaining securities in the portfolio are primarily attributable to continued depression in market interest rates, marketability, liquidity and the current economic environment.

U.S. Government Agencies – Held to Maturity – There were no U.S. government agencies in an unrealized loss position as of December 31, 2016.

Residential Mortgage-Backed Agencies – Held to Maturity – There were 15 residential mortgage-backed agencies have been in an unrealized loss position for less than 12 months as of December 31, 2016. The securities are of the highest investment grade and the Corporation has the intent and ability to hold the investments to maturity. Accordingly, management does not consider these investments to be other-than-temporarily impaired at December 31, 2016. There were no residential mortgage-backed agencies in an unrealized loss position for 12 months or more.

Commercial Mortgage-Backed Agencies – Held to Maturity – There were no commercial mortgage-backed agencies in an unrealized loss position as of December 31, 2016.

Collateralized Mortgage Obligations – Held to Maturity – There was one collateralized mortgage obligation in an unrealized loss position for less than 12 months as of December 31, 2016. The security is of the highest investment grade and the Corporation has the intent and ability to hold the investment to maturity. Accordingly, management does not consider this investment to be other-than-temporarily impaired at December 31, 2016. There were no collateralized mortgage obligations in an unrealized loss position for 12 months or more.

Obligations of State and Political Subdivisions – Held to Maturity – There was one obligations of state and political subdivision in an unrealized loss position for less than 12 months as of December 31, 2016. This bond is a Tax Increment Fund (TIF) bond. Management performs an in-depth credit analysis on this security. The Corporation has the intent and ability to hold the investment to maturity. Accordingly, management does not consider this investment to be other-than-temporarily impaired at December 31, 2016. There were no obligations of state and political subdivisions in an unrealized loss position for 12 months for more.

Due to the duration and market value decline in the pooled trust preferred securities held in our portfolio, we performed more extensive testing on these securities for purposes of evaluating whether or not OTTI has occurred.

The market for these securities as of December 31, 2016 as well as the market for similar securities saw limited activity. The inactivity was evidenced by a decrease in the volume of trades relative to historical levels due to limited supply. In addition, the securities that traded were typically more senior in the capital structure. The new issue market is also inactive, as no new CDOs have been issued since 2007. There are currently very few market participants who are willing to effect transactions in these securities. The market values for these securities, or any securities other than those issued or guaranteed by the Treasury, are depressed relative to historical levels. In the current market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general rather than being an indicator of credit problems with a particular issue. Given the conditions in the current debt markets and the absence of observable transactions in the secondary and new issue markets, management has determined that (i) the few observable transactions and market quotations that are available are not reliable for the purpose of obtaining fair value at either December 31, 2015 or 2016, (ii) an income valuation approach technique (i.e. present value) that maximizes the use of relevant unobservable inputs and minimizes the use of observable inputs will be equally or more representative of fair value than a market approach, and (iii) the CDO segment is appropriately classified within Level 3 of the valuation hierarchy because management determined that significant adjustments were required to determine fair value at the measurement date.

Management utilizes an independent third party to prepare both the evaluations of OTTI and the fair value determinations for the CDO portfolio. Management does not believe that there were any material differences in the OTTI evaluations and pricing between December 31, 2015 and December 31, 2016.

The approach used by the third party to determine fair value involved several steps, which included detailed credit and structural evaluation of each piece of collateral in each bond, projection of default, recovery and prepayment/amortization probabilities for each piece of collateral in the bond, and discounted cash flow modeling. The discount rate methodology used by the third party combines a baseline current market yield for comparable corporate and structured credit products with adjustments based on evaluations of the differences found in structure and risks associated with actual and projected credit performance of each CDO being valued. Currently, the only active and liquid trading market that exists is for stand-alone trust preferred securities, with a limited market for highly-rated CDO securities that are more senior in the capital structure than the securities in the CDO portfolio. Therefore, adjustments to the baseline discount rate are also made to reflect the additional leverage found in structured instruments.

On December 10, 2013, to implement Section 619 of the Dodd-Frank Act, the Treasury, the federal banking regulators including FDIC, and the Securities and Exchange Commission (the “SEC”) adopted the Volcker Rule. The Volcker Rule prohibits a banking institution from acquiring or retaining an “ownership interest” in a “covered fund”. A “covered fund” is (a) an entity that would be an investment company under the Investment Company Act of 1940, as amended, but for the exemptions contained in Section 3(c)(1) or Section 3(c)(7) of that Act, (b) a commodity pool with certain characteristics, and/or (c) a non-US entity with certain characteristics that is sponsored or owned by a banking entity located or organized in the US. The term “ownership interest” is defined as “any equity, partnership, or other similar interest.”

On January 14, 2014, the federal banking agencies adopted a final interim rule that exempts CDOs from the scope of the Volcker Rule if they were issued in offerings in which, among other things, the proceeds were used primarily to purchase securities issued by depository institutions and their affiliates. In connection with that final interim rule, the agencies published a non-exclusive list of exempt offerings.

Of the 12 CDOs held by the Corporation, 10 were issued in exempt offerings. The two remaining CDOs are collateralized primarily by securities issued by insurance companies and are not included in the agencies’ list of exempt offerings, which fact required management to make a determination as to whether the CDOs constituted an “ownership interest” in a “covered fund”, such that the Corporation would be required to dispose of them pursuant to the Volcker Rule. To make this determination, management conducted a thorough review of the Indentures that govern the CDOs and the other offering materials used by the issuers to offer and sell the CDOs.

The Volcker Rule defines an “ownership interest” as an equity, partnership or other similar interest. The CDOs are debt securities (promissory notes) issued by corporations that call for regularly-scheduled payments of principal and interest, with interest calculated either at a fixed-rate or at a rate that is tied to LIBOR. Accordingly, none of the CDOs represent an equity or partnership interest in the issuers. In their adopting rule release, the agencies stated that debt securities evidencing “typical extensions of credit” – those that “provide for payment of stated principal and interest calculated at a fixed rate or at a floating rate based on an index or interbank rate” – do not generally meet the definition of “other similar interest”. To be considered an “other similar interest”, a debt security must exhibit one or more of seven specified characteristics identified in the Volcker Rule on a current, future, or contingent basis.

Based on its review, management concluded that the two CDOs evidences “typical extensions of credit” and do not exhibit any of these seven characteristics. Accordingly, management concluded that the two CDOs constitutes an “ownership interest” as defined by the Volcker Rule and that, therefore, as of December 31, 2016, the Corporation has the current intent and ability to hold these CDOs until maturity.

During the first quarter of 2014 and following the promulgation of the Volcker Rule, the fair value of the CDO portfolio improved significantly. The improvement was due to several factors including improved financial condition of the issuers, improved cash flows and a lower discount rate. As the issuers resumed payments of previously deferred interest during the quarter, cash flow projections for the securities increased. In addition, the discount rate utilized in the cash flow models was reduced as the base line current market yield for comparable corporate and structured products improved and the projected credit performance of the CDOs improved with favorable market conditions. The resulting increase in cash flow projections over the remaining life of the securities yielded a higher fair market value.

The following table presents a cumulative roll-forward of the amount of non-cash OTTI charges related to credit losses which have been recognized in earnings for the trust preferred securities in the CDO portfolio held and not intended to be sold for the years ended December 31, 2016 and 2015:


(in thousands)	2016		2015
Balance of credit-related OTTI at January 1	$	3,133	$	12,583
Decreases for previously recognized credit-related OTTI
because there was an intent to sell		0		(10,029)
Additions for decreases in cash flows expected to be collected		0		602
Reduction for increases in cash flows expected to be collected		(9)		(23)
Balance of credit-related OTTI at December 31	$	3,124	$	3,133

The amortized cost and estimated fair value of securities by contractual maturity at December 31, 2016 are shown in the following table. Actual maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.


(in thousands)	Amortized Cost		Fair Value
Contractual Maturity
Available for sale:
Due after one year through five years	$	10,667	$	10,524
Due after five years through ten years		19,576		19,027
Due after ten years		46,387		38,660
		76,630		68,211
Commercial mortgage-backed agencies		52,978		52,222
Collateralized mortgage obligations		19,953		19,567
Total available for sale	$	149,561	$	140,000
Held to Maturity:
Due after five years through ten years	$	15,738	$	16,250
Due after ten years		8,630		8,950
		24,368		25,200
Residential mortgage-backed agencies		50,384		50,265
Commercial mortgage-backed agencies		17,584		17,832
Collateralized mortgage obligations		4,833		4,684
Total held to maturity	$	97,169	$	97,981

At December 31, 2016 and 2015, investment securities with a value of $121.8 million and $140.0 million, respectively, were pledged as permitted or required to secure public deposits, for securities sold under agreements to repurchase as required or permitted by law and as collateral for borrowing capacity.