10-Q 1 nbhc-20190331x10q.htm 10-Q nbhc_Current_Folio_10Q_Q1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

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

For the quarterly period ended March 31, 2019

OR

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

For the transition period from                      to

Commission File Number: 001-35654


NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


 

 

 

Delaware

    

27-0563799

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

7800 East Orchard, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code: (720) 529-3336


 

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

Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  ◻

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

 

 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

◻  (do not check if a smaller reporting company)

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Class A Common Stock

 

NBHC

 

NYSE

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 7, 2019, the registrant had outstanding 30,992,140 shares of Class A voting common stock, each with $0.01 par value per share, excluding 126,821 shares of restricted Class A common stock issued but not yet vested.

 

 

 

 


 

 

 

 

 

 

    

Page

Part I. Financial Information 

 

 

 

 

 

 

Item 1. 

Financial Statements (Unaudited)

 

6

 

 

 

 

 

Consolidated Statements of Financial Condition as of March 31, 2019 and December 31, 2018

 

6

 

 

 

 

 

Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018

 

7

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018

 

8

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018

 

9

 

 

 

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018

 

10

 

 

 

 

 

Notes to Consolidated Financial Statements

 

11

 

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

40

 

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

 

65

 

 

 

 

Item 4. 

Controls and Procedures

 

65

 

 

 

 

Part II. Other Information 

 

 

 

 

 

 

Item 1. 

Legal Proceedings

 

66

 

 

 

 

Item 1A. 

Risk Factors

 

66

 

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

 

66

 

 

 

 

Item 5. 

Other Information

 

66

 

 

 

 

Item 6. 

Exhibits

 

66

 

 

 

2


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects.

 

Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements and, therefore, you are cautioned not to place undue reliance on such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

       our ability to execute our business strategy, as well as changes in our business strategy or development plans;

 

       business and economic conditions generally and in the financial services industry;

 

       effects of a prolonged government shutdown;

 

       economic, market, operational, liquidity, credit and interest rate risks associated with our business;

 

       effects of any changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board;

 

       changes imposed by regulatory agencies to increase our capital to a level greater than the current level required for well-capitalized financial institutions;

 

       effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations;

 

       changes in the economy or supply-demand imbalances affecting local real estate values;

 

       changes in consumer spending, borrowings and savings habits;

 

       with respect to our mortgage business, our inability to negotiate our fees with Fannie Mae, Freddie Mac, Ginnie Mae or other investors for the purchase of our loans, our obligation to indemnify purchasers or to repurchase the related loans if the loans fail to meet certain criteria, or higher rate of delinquencies and defaults as a result of the geographic concentration of our servicing portfolio;

 

       our ability to identify potential candidates for, obtain regulatory approval for, and consummate, acquisitions, consolidations or other expansion opportunities on attractive terms, or at all;

 

       our ability to integrate acquisitions or consolidations and to achieve synergies, operating efficiencies and/or other expected benefits within expected time-frames, or at all, or within expected cost projections, and to preserve the goodwill of acquired financial institutions;

 

       our ability to realize the anticipated benefits from enhancements or updates to our core operating systems from time to time without significant change in our client service or risk to our control environment; 

 

       our dependence on information technology and telecommunications systems of third party service providers and the risk of system failures, interruptions or breaches of security, including those that could result in disclosure or misuse of confidential or proprietary client or other information;

 

3


 

       our ability to achieve organic loan and deposit growth and the composition of such growth;

 

       changes in sources and uses of funds, including loans, deposits and borrowings;

 

       increased competition in the financial services industry, nationally, regionally or locally, resulting in, among other things, lower returns;

 

       continued consolidation in the financial services industry;

 

       our ability to maintain or increase market share and control expenses;

 

       the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

 

       the trading price of shares of the Company's stock;

 

       the effects of tax legislation, including the potential of future increases to prevailing tax rates, or challenges to our tax position;

 

       our ability to realize deferred tax assets or the need for a valuation allowance, or the effects of changes in tax laws on our deferred tax assets;

 

       costs and effects of changes in laws and regulations and of other legal and regulatory developments, including, but not limited to, changes in regulation that affect the fees that we charge, the resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations, reviews or other inquiries; and changes in regulations that apply to us as a Colorado state-chartered bank;

 

       technological changes;

 

       the timely development and acceptance of new products and services and perceived overall value of these products and services by our clients;

 

       changes in our management personnel and our continued ability to attract, hire and retain qualified personnel;

 

       ability to implement and/or improve operational management and other internal risk controls and processes and our reporting system and procedures;

 

       regulatory limitations on dividends from our bank subsidiary;

 

       changes in estimates of future loan reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

 

       widespread natural and other disasters, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities through impacts on the economy and financial markets generally or on us or our counterparties specifically;

 

       a cyber-security incident, data breach or a failure of a key information technology system;

 

       impact of reputational risk on such matters as business generation and retention;

 

       other risks and uncertainties listed from time to time in the Company’s reports and documents filed with the Securities and Exchange Commission; and

 

       our success at managing the risks involved in the foregoing items.

4


 

 

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

5


 

PART I: FINANCIAL INFORMATION

Item 1: FINANCIAL STATEMENTS

 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

    

March 31, 2019

    

December 31, 2018

ASSETS

 

 

 

 

 

 

Cash and due from banks

 

$

104,758

 

$

109,056

Interest bearing bank deposits

 

 

500

 

 

500

Cash and cash equivalents

 

 

105,258

 

 

109,556

Investment securities available-for-sale (at fair value)

 

 

749,537

 

 

791,102

Investment securities held-to-maturity (fair value of $219,607 and $230,926 at March 31, 2019 and December 31, 2018, respectively)

 

 

221,727

 

 

235,398

Non-marketable securities

 

 

24,574

 

 

27,555

Loans

 

 

4,246,941

 

 

4,092,308

Allowance for loan losses

 

 

(37,055)

 

 

(35,692)

Loans, net

 

 

4,209,886

 

 

4,056,616

Loans held for sale

 

 

59,324

 

 

48,120

Other real estate owned

 

 

9,394

 

 

10,596

Premises and equipment, net

 

 

109,594

 

 

109,986

Goodwill

 

 

115,027

 

 

115,027

Intangible assets, net

 

 

12,981

 

 

13,470

Other assets

 

 

185,364

 

 

159,240

Total assets

 

$

5,802,666

 

$

5,676,666

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Non-interest bearing demand deposits

 

$

1,172,683

 

$

1,072,029

Interest bearing demand deposits

 

 

696,332

 

 

688,255

Savings and money market

 

 

1,764,341

 

 

1,694,808

Time deposits

 

 

1,081,092

 

 

1,080,529

Total deposits

 

 

4,714,448

 

 

4,535,621

Securities sold under agreements to repurchase

 

 

59,543

 

 

66,047

Federal Home Loan Bank advances

 

 

228,421

 

 

301,660

Other liabilities

 

 

85,252

 

 

78,332

Total liabilities

 

 

5,087,664

 

 

4,981,660

Shareholders’ equity:

 

 

 

 

 

 

Common stock, par value $0.01 per share: 400,000,000 shares authorized; 51,487,907 and 51,498,016 shares issued; 30,958,581 and 30,769,063 shares outstanding at March 31, 2019 and December 31, 2018, respectively

 

 

515

 

 

515

Additional paid-in capital

 

 

1,012,974

 

 

1,014,399

Retained earnings

 

 

120,879

 

 

106,990

Treasury stock of 20,421,540 and 20,582,459 shares at March 31, 2019 and December 31, 2018, respectively, at cost

 

 

(413,226)

 

 

(415,623)

Accumulated other comprehensive loss, net of tax

 

 

(6,140)

 

 

(11,275)

Total shareholders’ equity

 

 

715,002

 

 

695,006

Total liabilities and shareholders’ equity

 

$

5,802,666

 

$

5,676,666

 

See accompanying notes to the consolidated interim financial statements.

6


 

 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

For the three months ended

 

March 31, 

 

2019

    

2018

Interest and dividend income:

 

 

 

 

 

Interest and fees on loans

$

52,775

 

$

45,280

Interest and dividends on investment securities

 

6,012

 

 

6,526

Dividends on non-marketable securities

 

423

 

 

244

Interest on interest-bearing bank deposits

 

210

 

 

741

Total interest and dividend income

 

59,420

 

 

52,791

Interest expense:

 

 

 

 

 

Interest on deposits

 

6,615

 

 

4,634

Interest on borrowings

 

1,639

 

 

510

Total interest expense

 

8,254

 

 

5,144

Net interest income before provision for loan losses

 

51,166

 

 

47,647

Provision for loan losses

 

1,534

 

 

41

Net interest income after provision for loan losses

 

49,632

 

 

47,606

Non-interest income:

 

 

 

 

 

Service charges

 

4,321

 

 

4,510

Bank card fees

 

3,428

 

 

3,362

Mortgage banking income

 

6,937

 

 

7,971

Bank-owned life insurance income

 

421

 

 

452

Other non-interest income

 

1,883

 

 

1,150

OREO related income

 

61

 

 

390

Total non-interest income

 

17,051

 

 

17,835

Non-interest expense:

 

 

 

 

 

Salaries and benefits

 

27,890

 

 

30,672

Occupancy and equipment

 

6,882

 

 

7,955

Telecommunications and data processing

 

2,290

 

 

4,366

Marketing and business development

 

986

 

 

1,224

FDIC deposit insurance

 

498

 

 

753

Bank card expenses

 

810

 

 

2,136

Professional fees

 

814

 

 

2,819

Other non-interest expense

 

3,173

 

 

3,845

Problem asset workout

 

1,123

 

 

781

(Gain) loss on OREO sales, net

 

(368)

 

 

78

Core deposit intangible asset amortization

 

296

 

 

653

Total non-interest expense

 

44,394

 

 

55,282

Income before income taxes

 

22,289

 

 

10,159

Income tax expense

 

3,367

 

 

1,695

Net income

$

18,922

 

$

8,464

Income per share—basic

$

0.61

 

$

0.28

Income per share—diluted

$

0.60

 

$

0.27

Weighted average number of common shares outstanding:

 

 

 

 

 

Basic

 

30,961,187

 

 

30,493,689

Diluted

 

31,497,538

 

 

31,143,528

 

See accompanying notes to the consolidated interim financial statements.

 

7


 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

For the three months ended

 

March 31, 

 

2019

 

2018

Net income

$

18,922

    

$

8,464

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Securities available-for-sale:

 

 

 

 

 

Net unrealized gains (losses) arising during the period, net of tax (expense) benefit of ($1,706) and $2,301 for the three months ended March 31, 2019 and 2018, respectively

 

5,417

 

 

(6,780)

Less: amortization of net unrealized holding gains to income, net of tax benefit of $90 and $70 for the three months ended March 31, 2019 and 2018, respectively

 

(282)

 

 

(387)

Other comprehensive income (loss)

 

5,135

 

 

(7,167)

Comprehensive income

$

24,057

 

$

1,297

 

See accompanying notes to the consolidated interim financial statements.

8


 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

Three months ended March 31, 2019 and 2018

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

other

 

 

 

 

Common

 

paid-in

 

Retained

 

Treasury

 

comprehensive

 

 

 

 

stock

 

capital

 

earnings

 

stock

 

(loss) income, net

 

Total

Balance, December 31, 2017

$

515

 

$

970,668

 

$

60,795

 

$

(493,329)

 

$

(6,242)

 

$

532,407

Net income

 

 —

 

 

 —

 

 

8,464

 

 

 —

 

 

 —

 

 

8,464

Stock-based compensation

 

 —

 

 

833

 

 

 —

 

 

 —

 

 

 —

 

 

833

Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $3,566, net

 

 —

 

 

(1,476)

 

 

 —

 

 

5,319

 

 

 —

 

 

3,843

Reissuance of treasury stock of 3,398,477 shares for acquisition of Peoples, Inc.

 

 —

 

 

42,243

 

 

 —

 

 

67,970

 

 

 —

 

 

110,213

Cash dividends declared ($0.09 per share)

 

 —

 

 

 —

 

 

(2,756)

 

 

 —

 

 

 —

 

 

(2,756)

Reclassification of certain tax effects from accumulated other comprehensive income(1)

 

 —

 

 

 —

 

 

1,479

 

 

 —

 

 

(1,479)

 

 

 —

Cumulative effect adjustment(2)

 

 —

 

 

 —

 

 

26

 

 

 —

 

 

 —

 

 

26

Other comprehensive loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(7,167)

 

 

(7,167)

Balance, March 31, 2018

$

515

 

$

1,012,268

 

$

68,008

 

$

(420,040)

 

$

(14,888)

 

$

645,863

Balance, December 31, 2018

$

515

 

$

1,014,399

 

$

106,990

 

$

(415,623)

 

$

(11,275)

 

$

695,006

Net income

 

 —

 

 

 —

 

 

18,922

 

 

 —

 

 

 —

 

 

18,922

Stock-based compensation

 

 —

 

 

376

 

 

 —

 

 

 —

 

 

 —

 

 

376

Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $2,291 net

 

 —

 

 

(1,801)

 

 

 —

 

 

2,397

 

 

 —

 

 

596

Cash dividends declared ($0.17 per share)

 

 —

 

 

 —

 

 

(5,289)

 

 

 —

 

 

 —

 

 

(5,289)

Cumulative effect adjustment(3)

 

 —

 

 

 —

 

 

256

 

 

 —

 

 

 —

 

 

256

Other comprehensive income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

5,135

 

 

5,135

Balance, March 31, 2019

$

515

 

$

1,012,974

 

$

120,879

 

$

(413,226)

 

$

(6,140)

 

$

715,002

 

 

 

 

(1)

    

Related to the adoption of Accounting Standards Update No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

(2)

    

Related to the adoption of Accounting Standards Update No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.

(3)

 

Related to the adoption of Accounting Standards Update No. 2016-02, Leases. Refer to note 2 – Recent Accounting Pronouncements of our consolidated financial statements for further details.

 

 

 

 

 

See accompanying notes to the consolidated interim financial statements.

9


 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

    

For the three months ended

 

 

March 31, 

 

 

2019

    

2018

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

18,922

 

$

8,464

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

Provision for loan losses

 

 

1,534

 

 

41

Depreciation and amortization

 

 

2,527

 

 

2,983

Current income tax receivable

 

 

2,968

 

 

(4,233)

Deferred income taxes

 

 

1,929

 

 

(609)

Net excess tax benefit on stock-based compensation

 

 

(753)

 

 

(371)

Discount accretion, net of premium amortization on securities

 

 

442

 

 

821

Loan accretion

 

 

(4,193)

 

 

(6,508)

Gain on sale of mortgages, net

 

 

(6,276)

 

 

(6,803)

Origination of loans held for sale, net of repayments

 

 

(176,105)

 

 

(219,584)

Proceeds from sales of loans held for sale

 

 

171,330

 

 

235,104

Bank-owned life insurance income

 

 

(421)

 

 

(452)

Gain on the sale of other real estate owned, net

 

 

(368)

 

 

78

Impairment on other real estate owned

 

 

596

 

 

38

Stock-based compensation

 

 

375

 

 

833

Operating lease payments

 

 

(1,406)

 

 

 —

Acquisition-related costs

 

 

 —

 

 

(7,957)

Increase in other assets

 

 

716

 

 

(5,630)

(Decrease) increase in other liabilities

 

 

(15,437)

 

 

14,294

Net cash (used in) provided by operating activities

 

 

(3,620)

 

 

10,509

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of FHLB stock

 

 

(4,248)

 

 

(2,950)

Proceeds from redemption of FHLB stock

 

 

7,229

 

 

8,690

Proceeds from maturities of investment securities held-to-maturity

 

 

13,217

 

 

15,526

Proceeds from maturities of investment securities available-for-sale

 

 

48,328

 

 

55,152

Proceeds from sales of investment securities available-for-sale

 

 

 —

 

 

33,202

Purchase of investment securities held-to-maturity

 

 

 —

 

 

(40,735)

Purchase of investment securities available-for-sale

 

 

 —

 

 

(42,199)

Net (increase) decrease in loans

 

 

(159,027)

 

 

9,135

Purchases of premises and equipment, net

 

 

(1,688)

 

 

(1,905)

Proceeds from sales of other real estate owned

 

 

1,262

 

 

36

Net cash activity from acquisition

 

 

 —

 

 

68,984

Net cash (used in) provided by investing activities

 

 

(94,927)

 

 

102,936

Cash flows from financing activities:

 

 

 

 

 

 

Net increase (decrease) in deposits

 

 

178,826

 

 

(160)

(Decrease) increase in repurchase agreements

 

 

(6,504)

 

 

10,724

Advances from FHLB

 

 

319,041

 

 

 —

FHLB repayments

 

 

(392,280)

 

 

(85,605)

Issuance of stock under purchase and equity compensation plans

 

 

(1,646)

 

 

(517)

Proceeds from exercise of stock options

 

 

2,221

 

 

4,360

Payment of dividends

 

 

(5,409)

 

 

(2,741)

Net cash provided by (used in) financing activities

 

 

94,249

 

 

(73,939)

(Decrease) increase in cash, cash equivalents and restricted cash

 

 

(4,298)

 

 

39,506

Cash, cash equivalents and restricted cash at beginning of the year

 

 

119,556

 

 

257,364

Cash, cash equivalents and restricted cash at end of period

 

$

115,258

 

$

296,870

Supplemental disclosure of cash flow information during the period:

 

 

 

 

 

 

Cash paid for interest

 

$

6,539

 

$

3,723

Net tax (payments) refunds

 

$

(86)

 

$

164

Supplemental schedule of non-cash activities:

 

 

 

 

 

 

Loans transferred to other real estate owned at fair value

 

$

288

 

$

127

Decrease in loans purchased but not settled

 

$

(7,974)

 

$

(15,068)

Loans transferred from loans held for sale to loans

 

$

198

 

$

878

Lease right-of-use assets obtained in exchange for operating lease liabilities

 

$

30,474

 

$

 —

Treasury stock reissued for acquisition

 

$

 —

 

$

110,213

See accompanying notes to the consolidated interim financial statements.

 

10


 

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2019

 

Note 1 Basis of Presentation

 

National Bank Holdings Corporation ("NBHC" or the "Company") is a bank holding company that was incorporated in the State of Delaware in 2009. The Company is headquartered in Denver, Colorado, and its primary operations are conducted through its wholly owned subsidiary, NBH Bank, (the "Bank"), a Colorado state-chartered bank and a member of the Federal Reserve System. The Company provides a variety of banking products to both commercial and consumer clients through a network of 104 banking centers, as of March 31, 2019, located primarily in Colorado and the greater Kansas City region, and through online and mobile banking products and services.

 

The accompanying interim unaudited consolidated financial statements serve to update the National Bank Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2018 and include the accounts of the Company and its wholly owned subsidiary, NBH Bank. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and where applicable, with general practices in the banking industry or guidelines prescribed by bank regulatory agencies. However, they may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and accordingly should be read in conjunction with the financial information contained in the Company's most recent Form 10-K. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results presented. All such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior years' amounts are made whenever necessary to conform to current period presentation The results of operations for the interim period is not necessarily indicative of the results that may be expected for the full year or any other interim period. All amounts are in thousands, except share data, or as otherwise noted.

 

GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. By their nature, estimates are based on judgment and available information. Management has made significant estimates in certain areas, such as the amount and timing of expected cash flows from assets, the valuation of other real estate owned (“OREO”), the fair value adjustments on assets acquired and liabilities assumed, the valuation of core deposit intangible assets, the valuation of investment securities for other-than-temporary impairment (“OTTI”), the valuation of stock-based compensation, the valuation of mortgage servicing rights, the fair values of financial instruments, the allowance for loan losses (“ALL”) and contingent liabilities. Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from those estimates.

 

The Company's significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in note 2 of the audited financial statements and notes for the year ended December 31, 2018 and are contained in the Company's Annual Report on Form 10-K. There have not been any significant changes to the application of significant accounting policies since December 31, 2018.

 

Note 2 Recent Accounting Pronouncements

 

Leases—In February 2016, the FASB issued ASU 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statements.  ASU 2016-02 became effective for the Company on January 1, 2019 and initially required a transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the Financial Accounting Standards Board issued ASU 2018-11 which, among other things, provides an additional transition method that allows entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also did not apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). The updates did not significantly change lease accounting requirements applicable to lessors and did not significantly impact our financial statements in relation to contracts whereby we act as a lessor. We applied the modified-retrospective transition

11


 

approach prescribed by ASU 2018-11. Upon adoption of ASU 2016-02 and ASU 2018-11 on January 1, 2019, we recognized right-of-use assets and related lease liabilities totaling $30.5 million with a cumulative-effect adjustment to beginning retained earnings of $0.3 million. Refer to note 6 – Leases of our consolidated financial statements for further detail. 

 

Financial Instruments - Credit Losses—In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This update replaces the current incurred loss methodology for recognizing credit losses with a current expected credit loss model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This amendment broadens the information that an entity must consider in developing its expected credit loss estimates. Additionally, the update amends the accounting for credit losses for available-for-sale debt securities and purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. This update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of a company’s loan portfolio. ASU 2016-13 becomes effective for us on January 1, 2020.  We have formed a cross-functional working group, including our credit, finance, risk management, and enterprise technology departments, to address the adoption and implementation of ASU 2016-13.  We are currently working through our implementation plan and are in the process of implementing a third-party vendor solution to assist us in the application of ASU 2016-13. The adoption of ASU 2016-13 could result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio.  We are currently evaluating the potential impact of ASU 2016-13 on our financial statements.

 

Other Pronouncements—  The Company reviewed ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment and ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement and does not expect the adoption of these pronouncements to have a material impact on its financial statements.

 

Note 3 Investment Securities

 

The Company’s investment securities portfolio is comprised of available-for-sale and held-to-maturity investment securities. These investment securities totaled $1.0 billion at March 31, 2019 and included $0.8 billion of available-for-sale securities and $0.2 billion of held-to-maturity securities. At December 31, 2018, investment securities totaled $1.0 billion and included $0.8 billion of available-for-sale securities and $0.2 billion of held-to-maturity securities.

 

Available-for-sale

 

At March 31, 2019 and December 31, 2018, the Company held $749.5 million and $791.1 million of available-for-sale investment securities, respectively. Available-for-sale securities are summarized as follows as of the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

    

Amortized

    

Gross

    

Gross

    

 

 

 

 

cost

 

unrealized gains

 

unrealized losses

 

Fair value

Mortgage-backed securities (“MBS”):

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

134,173

 

$

1,269

 

$

(954)

 

$

134,488

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

625,776

 

 

1,675

 

 

(13,481)

 

 

613,970

Municipal securities

 

 

619

 

 

 —

 

 

(9)

 

 

610

Other securities

 

 

469

 

 

 —

 

 

 —

 

 

469

Total investment securities available-for-sale

 

$

761,037

 

$

2,944

 

$

(14,444)

 

$

749,537

 

 

12


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

    

Amortized

    

Gross

    

Gross

    

 

 

 

 

cost

 

unrealized gains

 

unrealized losses

 

Fair value

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

147,283

 

$

1,232

 

$

(1,873)

 

$

146,642

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

661,354

 

 

1,056

 

 

(19,029)

 

 

643,381

Municipal securities

 

 

619

 

 

 —

 

 

(9)

 

 

610

Other securities

 

 

469

 

 

 —

 

 

 —

 

 

469

Total investment securities available-for-sale

 

$

809,725

 

$

2,288

 

$

(20,911)

 

$

791,102

 

At March 31, 2019 and December 31, 2018, mortgage-backed securities represented primarily all of the Company’s available-for-sale investment portfolio and all mortgage-backed securities were backed by government sponsored enterprises (“GSE”) collateral such as Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”), and the government sponsored agency Government National Mortgage Association (“GNMA”).

 

The tables below summarize the available-for-sale securities with unrealized losses as of the dates shown, along with the length of the impairment period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Less than 12 months

 

12 months or more

 

Total

 

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

 

 

value

 

losses

 

value

 

losses

 

value

 

losses

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

235

 

$

 —

 

$

86,197

 

$

(954)

 

$

86,432

 

$

(954)

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

15,941

 

 

(9)

 

 

513,936

 

 

(13,472)

 

 

529,877

 

 

(13,481)

Municipal securities

 

 

 —

 

 

 —

 

 

441

 

 

(9)

 

 

441

 

 

(9)

Total

 

$

16,176

 

$

(9)

 

$

600,574

 

$

(14,435)

 

$

616,750

 

$

(14,444)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Less than 12 months

 

12 months or more

 

Total

 

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

 

 

value

 

losses

 

value

 

losses

 

value

 

losses

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

30,853

 

$

(392)

 

$

69,169

 

$

(1,481)

 

$

100,022

 

$

(1,873)

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

127,767

 

 

(1,150)

 

 

454,662

 

 

(17,879)

 

 

582,429

 

 

(19,029)

Municipal securities

 

 

441

 

 

(9)

 

 

 —

 

 

 —

 

 

441

 

 

(9)

Total

 

$

159,061

 

$

(1,551)

 

$

523,831

 

$

(19,360)

 

$

682,892

 

$

(20,911)

 

The unrealized losses in the Company's investment portfolio at March 31, 2019 were caused by changes in interest rates. The portfolio included 183 securities, having an aggregate fair value of $616.8 million, which were in an unrealized loss position at March 31, 2019, compared to 211 securities, with an aggregate fair value of $682.9 million at December 31, 2018.

 

Management evaluated all of the available for sale securities in an unrealized loss position at March 31, 2019 and December 31, 2018 and concluded no OTTI existed. No OTTI charges were recorded during the three months ended March 31, 2019 and 2018. The Company has no intention to sell these securities before recovery of their amortized cost and believes it will not be required to sell the securities before the recovery of their amortized cost.

 

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase, and to secure borrowing capacity at the Federal Reserve Bank and FHLB, if needed. The fair value of available-for-sale investment securities pledged as

13


 

collateral totaled $336.2 million and $318.1 million at March 31, 2019 and December 31, 2018, respectively. Certain investment securities may also be pledged as collateral for the line of credit at the FHLB; at March 31, 2019 or December 31, 2018, no securities were pledged for this purpose.

 

Mortgage-backed securities do not have a single maturity date and actual maturities may differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments. As of March 31, 2019, municipal securities with an amortized cost and fair value of $0.2 million were due after one year through five years, while municipal securities with an amortized cost and fair value of $0.4 million were due after five years through ten years. Other securities of $0.5 million as of March 31, 2019, have no stated contractual maturity date.

 

Held-to-maturity

 

At March 31, 2019 and December 31, 2018, the Company held $221.7 million and $235.4 million of held-to-maturity investment securities, respectively. Held-to-maturity investment securities are summarized as follows as of the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

 

 

 

 

cost

 

gains

 

losses

 

Fair value

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

147,221

 

$

33

 

$

(938)

 

$

146,316

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

74,506

 

 

76

 

 

(1,291)

 

 

73,291

Total investment securities held-to-maturity

 

$

221,727

 

$

109

 

$

(2,229)

 

$

219,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

 

 

 

 

cost

 

gains

 

losses

 

Fair value

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

157,115

 

$

 2

 

$

(2,705)

 

$

154,412

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

78,283

 

 

 —

 

 

(1,769)

 

 

76,514

Total investment securities held-to-maturity

 

$

235,398

 

$

 2

 

$

(4,474)

 

$

230,926

 

The tables below summarize the held-to-maturity securities with unrealized losses as of the dates shown, along with the length of the impairment period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Less than 12 months

 

12 months or more

 

Total

 

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

 

 

value

 

losses

 

value

 

losses

 

value

 

losses

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

 —

 

$

 —

 

$

141,907

 

$

(938)

 

$

141,907

 

$

(938)

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

 —

 

 

 —

 

 

39,410

 

 

(1,291)

 

 

39,410

 

 

(1,291)

Total

 

$

 —

 

$

 —

 

$

181,317

 

$

(2,229)

 

$

181,317

 

$

(2,229)

 

 

14


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Less than 12 months

 

12 months or more

 

Total

 

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

 

 

value

 

losses

 

value

 

losses

 

value

 

losses

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

26,660

 

$

(381)

 

$

126,475

 

$

(2,324)

 

$

153,135

 

$

(2,705)

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

35,235

 

 

(79)

 

 

41,279

 

 

(1,690)

 

 

76,514

 

 

(1,769)

Total

 

$

61,895

 

$

(460)

 

$

167,754

 

$

(4,014)

 

$

229,649

 

$

(4,474)

 

The held-to-maturity portfolio included 43 securities, having an aggregate fair value of $181.3 million, which were in an unrealized loss position at March 31, 2019, compared to 49 securities, with a fair value of $229.6 million, at December 31, 2018.

 

The unrealized losses in the Company’s investments at March 31, 2019 and December 31, 2018 were caused by changes in interest rates. Management evaluated all of the held-to-maturity securities in an unrealized loss position and concluded that no OTTI existed at March 31, 2019 or December 31, 2018. The Company has no intention to sell these securities before recovery of their amortized cost and believes it will not be required to sell the securities before the recovery of their amortized cost.

 

The carrying value of held-to-maturity investment securities pledged as collateral totaled $128.9 million and $133.1 million at March 31, 2019 and December 31, 2018, respectively. 

 

Actual maturities of mortgage-backed securities may differ from scheduled maturities depending on the repayment characteristics and experience of the underlying financial instruments.

 

Note 4 Loans

 

The loan portfolio is comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions.

 

The tables below show the loan portfolio composition including carrying value by segment of originated and acquired loans and loans accounted for under ASC 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality, as of the dates shown. The carrying value of originated and acquired loans is net of discounts, fees, cost and fair value marks of $10.1 million and $10.2 million as of March 31, 2019 and December 31, 2018, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Originated and

 

ASC

 

 

 

 

 

 

    

acquired loans

    

310-30 loans

    

Total loans

    

% of total

Commercial

 

$

2,737,005

 

$

19,139

 

$

2,756,144

 

64.9%

Commercial real estate non-owner occupied

 

 

609,076

 

 

36,878

 

 

645,954

 

15.2%

Residential real estate

 

 

815,144

 

 

7,508

 

 

822,652

 

19.4%

Consumer

 

 

22,189

 

 

 2

 

 

22,191

 

0.5%

Total

 

$

4,183,414

 

$

63,527

 

$

4,246,941

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Originated and

 

ASC

 

 

 

 

 

 

    

acquired loans

    

310-30 loans

    

Total loans

    

% of total

Commercial

 

$

2,624,173

 

$

20,398

 

$

2,644,571

 

64.6%

Commercial real estate non-owner occupied

 

 

551,819

 

 

40,393

 

 

592,212

 

14.5%

Residential real estate

 

 

820,820

 

 

9,995

 

 

830,815

 

20.3%

Consumer

 

 

24,617

 

 

93

 

 

24,710

 

0.6%

Total

 

$

4,021,429

 

$

70,879

 

$

4,092,308

 

100.0%

 

15


 

Delinquency for originated and acquired loans is shown in the following tables at March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

 

 

 

Greater

 

 

 

 

 

 

 

 

 

 

 

 

 

30-89 days

 

than 90 days

 

 

 

 

Total past

 

 

 

 

 

 

 

past due and

 

past due and

 

Non-accrual

 

due and

 

 

 

 

 

 

accruing

 

accruing

 

loans

 

non-accrual

 

Current

 

Total loans

Originated and acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

3,388

 

$

13

 

$

6,136

 

$

9,537

 

$

2,010,349

 

$

2,019,886

Owner occupied commercial real estate

 

 

124

 

 

530

 

 

6,710

 

 

7,364

 

 

421,359

 

 

428,723

Food and agriculture

 

 

288

 

 

 —

 

 

759

 

 

1,047

 

 

231,981

 

 

233,028

Energy

 

 

 —

 

 

 —

 

 

804

 

 

804

 

 

54,564

 

 

55,368

Total commercial

 

 

3,800

 

 

543

 

 

14,409

 

 

18,752

 

 

2,718,253

 

 

2,737,005

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

355

 

 

 —

 

 

1,208

 

 

1,563

 

 

92,767

 

 

94,330

Acquisition/development

 

 

35

 

 

725

 

 

115

 

 

875

 

 

17,493

 

 

18,368

Multifamily

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

60,635

 

 

60,635

Non-owner occupied

 

 

199

 

 

 —

 

 

897

 

 

1,096

 

 

434,647

 

 

435,743

Total commercial real estate

 

 

589

 

 

725

 

 

2,220

 

 

3,534

 

 

605,542

 

 

609,076

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

1,398

 

 

91

 

 

8,768

 

 

10,257

 

 

707,162

 

 

717,419

Junior lien

 

 

416

 

 

 —

 

 

832

 

 

1,248

 

 

96,477

 

 

97,725

Total residential real estate

 

 

1,814

 

 

91

 

 

9,600

 

 

11,505

 

 

803,639

 

 

815,144

Consumer

 

 

42

 

 

 —

 

 

81

 

 

123

 

 

22,066

 

 

22,189

Total originated and acquired loans

 

$

6,245

 

$

1,359

 

$

26,310

 

$

33,914

 

$

4,149,500

 

$

4,183,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

Greater

 

 

 

 

 

 

 

 

 

 

 

 

 

30-89 days

 

than 90 days

 

 

 

 

Total past

 

 

 

 

 

 

 

past due and

 

past due and

 

Non-accrual

 

due and

 

 

 

 

 

 

accruing

 

accruing

 

loans

 

non-accrual

 

Current

 

Total loans

Originated and acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

495

 

$

74

 

$

5,510

 

$

6,079

 

$

1,925,068

 

$

1,931,147

Owner occupied commercial real estate

 

 

893

 

 

 —

 

 

6,931

 

 

7,824

 

 

413,842

 

 

421,666

Food and agriculture

 

 

141

 

 

125

 

 

768

 

 

1,034

 

 

221,122

 

 

222,156

Energy

 

 

 —

 

 

 —

 

 

742

 

 

742

 

 

48,462

 

 

49,204

Total commercial

 

 

1,529

 

 

199

 

 

13,951

 

 

15,679

 

 

2,608,494

 

 

2,624,173

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 —

 

 

 —

 

 

1,208

 

 

1,208

 

 

93,646

 

 

94,854

Acquisition/development

 

 

 —

 

 

 —

 

 

121

 

 

121

 

 

19,529

 

 

19,650

Multifamily

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

56,685

 

 

56,685

Non-owner occupied

 

 

328

 

 

132

 

 

572

 

 

1,032

 

 

379,598

 

 

380,630

Total commercial real estate

 

 

328

 

 

132

 

 

1,901

 

 

2,361

 

 

549,458

 

 

551,819

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

2,106

 

 

548

 

 

7,790

 

 

10,444

 

 

712,592

 

 

723,036

Junior lien

 

 

556

 

 

 —

 

 

772

 

 

1,328

 

 

96,456

 

 

97,784

Total residential real estate

 

 

2,662

 

 

548

 

 

8,562

 

 

11,772

 

 

809,048

 

 

820,820

Consumer

 

 

91

 

 

16

 

 

42

 

 

149

 

 

24,468

 

 

24,617

Total originated and acquired loans

 

$

4,610

 

$

895

 

$

24,456

 

$

29,961

 

$

3,991,468

 

$

4,021,429

 

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Pooled loans accounted for under ASC 310-30 that are 90 days or more past due and still accreting are generally considered to be performing and therefore are not included in the tables above. Non-accrual loans include non-accrual loans and troubled debt restructurings on non-accrual status. Non-accrual originated and acquired loans totaled $26.3 million at March 31, 2019, increasing $1.9 million, or 7.6% from December 31, 2018.

 

The Company’s internal risk rating system uses a series of grades which reflect our assessment of the credit quality of loans based on an analysis of the borrower's financial condition, liquidity and ability to meet contractual debt service requirements and are categorized as “Pass”, “Special mention”, “Substandard” and “Doubtful”. A description of the general characteristics of the risk grades is set forth in the Company’s 2018 Annual Report on Form 10-K.  

16


 

 

Credit exposure for all loans as determined by the Company’s internal risk rating system was as follows at March 31, 2019 and December 31, 2018, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

    

 

 

    

Special

    

 

 

    

 

 

    

 

 

 

 

Pass

 

mention

 

Substandard

 

Doubtful

 

Total

Originated and acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,980,564

 

$

19,051

 

$

18,934

 

$

1,337

 

$

2,019,886

Owner occupied commercial real estate

 

 

397,240

 

 

19,941

 

 

11,457

 

 

85

 

 

428,723

Food and agriculture

 

 

230,558

 

 

1,220

 

 

1,218

 

 

32

 

 

233,028

Energy

 

 

54,564

 

 

 —

 

 

804

 

 

 —

 

 

55,368

Total commercial

 

 

2,662,926

 

 

40,212

 

 

32,413

 

 

1,454

 

 

2,737,005

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

92,690

 

 

432

 

 

1,208

 

 

 —

 

 

94,330

Acquisition/development

 

 

17,486

 

 

767

 

 

115

 

 

 —

 

 

18,368

Multifamily

 

 

60,119

 

 

516

 

 

 —

 

 

 —

 

 

60,635

Non-owner occupied

 

 

419,021

 

 

15,122

 

 

1,563

 

 

37

 

 

435,743

Total commercial real estate

 

 

589,316

 

 

16,837

 

 

2,886

 

 

37

 

 

609,076

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

704,303

 

 

3,455

 

 

9,661

 

 

 —

 

 

717,419

Junior lien

 

 

96,343

 

 

417

 

 

965

 

 

 —

 

 

97,725

Total residential real estate

 

 

800,646

 

 

3,872

 

 

10,626

 

 

 —

 

 

815,144

Consumer

 

 

22,108

 

 

 —

 

 

81

 

 

 —

 

 

22,189

Total originated and acquired loans

 

$

4,074,996

 

$

60,921

 

$

46,006

 

$

1,491

 

$

4,183,414

Loans accounted for under ASC 310-30:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

16,452

 

$

518

 

$

2,169

 

$

 —

 

$

19,139

Commercial real estate non-owner occupied

 

 

35,839

 

 

242

 

 

797

 

 

 —

 

 

36,878

Residential real estate

 

 

5,243

 

 

849

 

 

1,416

 

 

 —

 

 

7,508

Consumer

 

 

 2

 

 

 —

 

 

 —

 

 

 —

 

 

 2

Total loans accounted for under ASC 310-30

 

$

57,536

 

$

1,609

 

$

4,382

 

$

 —

 

$

63,527

Total loans

 

$

4,132,532

 

$

62,530

 

$

50,388

 

$

1,491

 

$

4,246,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

    

 

 

    

Special

    

 

 

    

 

 

    

 

 

 

 

Pass

 

mention

 

Substandard

 

Doubtful

 

Total

Originated and acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,890,710

 

$

16,531

 

$

22,919

 

$

987

 

$

1,931,147

Owner occupied commercial real estate

 

 

393,404

 

 

16,349

 

 

11,828

 

 

85

 

 

421,666

Food and agriculture

 

 

220,004

 

 

1,260

 

 

847

 

 

45

 

 

222,156

Energy

 

 

48,462

 

 

 —

 

 

742

 

 

 —

 

 

49,204

Total commercial

 

 

2,552,580

 

 

34,140

 

 

36,336

 

 

1,117

 

 

2,624,173

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

92,731

 

 

915

 

 

1,208

 

 

 —

 

 

94,854

Acquisition/development

 

 

19,529

 

 

 —

 

 

121

 

 

 —

 

 

19,650

Multifamily

 

 

56,685

 

 

 —

 

 

 —

 

 

 —

 

 

56,685

Non-owner occupied

 

 

355,776

 

 

23,243

 

 

1,611

 

 

 —

 

 

380,630

Total commercial real estate

 

 

524,721

 

 

24,158

 

 

2,940

 

 

 —

 

 

551,819

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

710,972

 

 

3,571

 

 

8,493

 

 

 —

 

 

723,036

Junior lien

 

 

96,456

 

 

415

 

 

913

 

 

 —

 

 

97,784

Total residential real estate

 

 

807,428

 

 

3,986

 

 

9,406

 

 

 —

 

 

820,820

Consumer

 

 

24,575

 

 

 —

 

 

42

 

 

 —

 

 

24,617

Total originated and acquired loans

 

$

3,909,304

 

$

62,284

 

$

48,724

 

$

1,117

 

$

4,021,429

Loans accounted for under ASC 310-30:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

17,579

 

$

537

 

$

2,282

 

$

 —

 

$

20,398

Commercial real estate non-owner occupied

 

 

39,322

 

 

246

 

 

825

 

 

 —

 

 

40,393

Residential real estate

 

 

7,484

 

 

908

 

 

1,598

 

 

 —

 

 

9,990

Consumer

 

 

 —

 

 

 —

 

 

98

 

 

 —

 

 

98

Total loans accounted for under ASC 310-30

 

$

64,385

 

$

1,691

 

$

4,803

 

$

 —

 

$

70,879

Total loans

 

$

3,973,689

 

$

63,975

 

$

53,527

 

$

1,117

 

$

4,092,308

 

17


 

Impaired Loans

 

Loans are considered to be impaired when it is probable that the Company will not be able to collect all amounts due in accordance with the contractual terms of the loan agreement. Impaired loans are comprised of originated and acquired loans on non-accrual status, loans in bankruptcy, and troubled debt restructurings (“TDRs”) described below. If a specific allowance is warranted based on the borrower’s overall financial condition, the specific allowance is calculated based on discounted cash flows using the loan’s initial contractual effective interest rate or the fair value of the collateral less selling costs for collateral dependent loans.

 

At March 31, 2019 and December 31, 2018, the Company’s recorded investment in impaired loans were $32.7 million and $31.1 million, respectively, of which $2.2 million and $4.1 million, respectively, were accruing TDRs. Impaired loans had a collective related allowance for loan losses allocated to them of $1.5 million and $1.2 million at March 31, 2019 and December 31, 2018, respectively.

 

Additional information regarding impaired loans at March 31, 2019 and December 31, 2018 is set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

 

    

 

 

 

 

 

    

Allowance

 

 

 

 

 

 

 

Allowance

 

 

Unpaid

 

 

 

 

for loan

 

Unpaid

 

 

 

 

for loan

 

 

principal

 

Recorded

 

losses

 

principal

 

Recorded

 

losses

 

 

balance

 

investment

 

allocated

 

balance

 

investment

 

allocated

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

4,558

 

$

3,173

 

$

 —

 

$

4,374

 

$

3,029

 

$

 —

Owner occupied commercial real estate

 

 

6,975

 

 

6,405

 

 

 —

 

 

7,130

 

 

6,609

 

 

 —

Food and agriculture

 

 

1,468

 

 

1,220

 

 

 —

 

 

1,468

 

 

1,260

 

 

 —

Energy

 

 

5,429

 

 

804

 

 

 —

 

 

5,366

 

 

742

 

 

 —

Total commercial

 

 

18,430

 

 

11,602

 

 

 —

 

 

18,338

 

 

11,640

 

 

 —

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

1,435

 

 

1,208

 

 

 —

 

 

1,435

 

 

1,208

 

 

 —

Acquisition/development

 

 

377

 

 

115

 

 

 —

 

 

378

 

 

121

 

 

 —

Multifamily

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Non-owner occupied

 

 

642

 

 

546

 

 

 —

 

 

641

 

 

547

 

 

 —

Total commercial real estate

 

 

2,454

 

 

1,869

 

 

 —

 

 

2,454

 

 

1,876

 

 

 —

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

4,667

 

 

4,310

 

 

 —

 

 

4,229

 

 

3,814

 

 

 —

Junior lien

 

 

430

 

 

358

 

 

 —

 

 

409

 

 

341

 

 

 —

Total residential real estate

 

 

5,097

 

 

4,668

 

 

 —

 

 

4,638

 

 

4,155

 

 

 —

Consumer

 

 

86

 

 

81

 

 

 —

 

 

46

 

 

42

 

 

 —

Total impaired loans with no related allowance recorded

 

$

26,067

 

$

18,220

 

$

 —

 

$

25,476

 

$

17,713

 

$

 —

With a related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

7,736

 

$

5,109

 

$

1,348

 

$

7,252

 

$

4,627

 

$

996

Owner occupied commercial real estate

 

 

1,317

 

 

1,115

 

 

90

 

 

1,362

 

 

1,169

 

 

90

Food and agriculture

 

 

997

 

 

960

 

 

33

 

 

883

 

 

845

 

 

46

Energy

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total commercial

 

 

10,050

 

 

7,184

 

 

1,471

 

 

9,497

 

 

6,641

 

 

1,132

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Acquisition/development

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Multifamily

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Non-owner occupied

 

 

620

 

 

561

 

 

39

 

 

313

 

 

254

 

 

 2

Total commercial real estate

 

 

620

 

 

561

 

 

39

 

 

313

 

 

254

 

 

 2

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

6,492

 

 

5,582

 

 

28

 

 

6,032

 

 

5,178

 

 

27

Junior lien

 

 

1,320

 

 

1,196

 

 

 8

 

 

1,408

 

 

1,293

 

 

 8

Total residential real estate

 

 

7,812

 

 

6,778

 

 

36

 

 

7,440

 

 

6,471

 

 

35

Consumer

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total impaired loans with a related allowance recorded

 

$

18,482

 

$

14,523

 

$

1,546

 

$

17,250

 

$

13,366

 

$

1,169

Total impaired loans

 

$

44,549

 

$

32,743

 

$

1,546

 

$

42,726

 

$

31,079

 

$

1,169

 

18


 

The table below shows additional information regarding the average recorded investment and interest income recognized on impaired loans for the periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

March 31, 2019

 

March 31, 2018

 

    

Average
recorded
investment

    

Interest
income
recognized

    

Average
recorded
investment

    

Interest
income
recognized

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

3,189

 

$

12

 

$

5,534

 

$

83

Owner occupied commercial real estate

 

 

6,425

 

 

 3

 

 

7,487

 

 

18

Food and agriculture

 

 

1,220

 

 

 1

 

 

1,259

 

 

 6

Energy

 

 

777

 

 

 —

 

 

2,353

 

 

20

Total commercial

 

 

11,611

 

 

16

 

 

16,633

 

 

127

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

1,208

 

 

 —

 

 

 —

 

 

 —

Acquisition/development

 

 

117

 

 

 —

 

 

886

 

 

 —

Multifamily

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Non-owner occupied

 

 

546

 

 

 —

 

 

876

 

 

 4

Total commercial real estate

 

 

1,871

 

 

 —

 

 

1,762

 

 

 4

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

4,325

 

 

 2

 

 

1,612

 

 

 —

Junior lien

 

 

363

 

 

 —

 

 

305

 

 

 —

Total residential real estate

 

 

4,688

 

 

 2

 

 

1,917

 

 

 —

Consumer

 

 

11

 

 

 —

 

 

14

 

 

 —

Total impaired loans with no related allowance recorded

 

$

18,181

 

$

18

 

$

20,326

 

$

131

With a related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

5,113

 

$

 —

 

$

4,339

 

$

 —

Owner occupied commercial real estate

 

 

1,125

 

 

 4

 

 

1,265

 

 

 5

Food and agriculture

 

 

961

 

 

 —

 

 

2,126

 

 

 1

Energy

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total commercial

 

 

7,199

 

 

 4

 

 

7,730

 

 

 6

Commercial real estate non-owner occupied:

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Acquisition/development

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Multifamily

 

 

 —

 

 

 —

 

 

29

 

 

 —

Non-owner occupied

 

 

566

 

 

 9

 

 

196

 

 

 2

Total commercial real estate

 

 

566

 

 

 9

 

 

225

 

 

 2

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Senior lien

 

 

5,629

 

 

25

 

 

5,601

 

 

13

Junior lien

 

 

1,205

 

 

40

 

 

1,151

 

 

 9

Total residential real estate

 

 

6,834

 

 

65

 

 

6,752

 

 

22

Consumer

 

 

72

 

 

 —

 

 

24

 

 

 —

Total impaired loans with a related allowance recorded

 

$

14,671

 

$

78

 

$

14,731

 

$

30

Total impaired loans

 

$

32,852

 

$

96

 

$

35,057

 

$

161

 

Interest income recognized on impaired loans noted in the tables above primarily represents interest earned on accruing TDRs. Interest income recognized on impaired loans during the three months ended March 31, 2019 and 2018 was $0.1 million and $0.2 million, respectively.

 

Troubled debt restructurings

 

The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include restructuring a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment.

19


 

Additionally, if a borrower’s repayment obligation has been discharged by a court, and that debt has not been reaffirmed by the borrower, regardless of past due status, the loan is considered to be a TDR.

 

During the three months ended March 31, 2019, the Company restructured four loans with a recorded investment of $0.4 million to facilitate repayment. All of the loan modifications were a reduction of the principal payment, a reduction in interest rate, or an extension of term. Loan modifications to loans accounted for under ASC 310-30 are not considered TDRs. The tables below provide additional information related to accruing TDRs at March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Recorded

 

Average year-to-date

 

Unpaid

 

Unfunded commitments

 

 

investment

 

recorded investment

 

principal balance

 

to fund TDRs

Commercial

 

$

941

 

$

943

 

$

1,061

 

$

150

Commercial real estate non-owner occupied

 

 

195

 

 

198

 

 

240

 

 

 —

Residential real estate

 

 

1,071

 

 

1,079

 

 

1,078

 

 

12

Consumer

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

2,207

 

$

2,220

 

$

2,379

 

$

162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Recorded

 

Average year-to-date

 

Unpaid

 

Unfunded commitments

 

 

investment

 

recorded investment

 

principal balance

 

to fund TDRs

Commercial

 

$

2,730

 

$

2,827

 

$

3,155

 

$

 —

Commercial real estate non-owner occupied

 

 

229

 

 

260

 

 

280

 

 

 —

Residential real estate

 

 

1,114

 

 

1,163

 

 

1,121

 

 

12

Consumer

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

4,073

 

$

4,250

 

$

4,556

 

$

12

 

The following table summarizes the Company’s carrying value of non-accrual TDRs as of March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

Commercial

    

$

1,667

    

$

1,854

Commercial real estate non-owner occupied

 

 

 —

 

 

 —

Residential real estate

 

 

1,828

 

 

1,584

Consumer

 

 

 —

 

 

 —

Total non-accruing TDRs

 

$

3,495

 

$

3,438

 

At March 31, 2019 and December 31, 2018, the Company had $2.2 million and $4.1 million, respectively, of accruing TDRs that had been restructured from the original terms in order to facilitate repayment. Non-accruing TDRs totaled $3.5 million as of March 31, 2019 and increased $0.1 million from December 31, 2018.

 

Accrual of interest is resumed on loans that were previously on non-accrual only after the loan has performed sufficiently for a period of time. The Company had two TDRs totaling $0.2 million that were modified within the past twelve months and had defaulted on their restructured terms during the three months ended March 31, 2019. During the three months ended March 31, 2018, the Company had one TDR that was modified within the past twelve months and had defaulted on its restructured terms. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due on principal or interest. The allowance for loan losses related to troubled debt restructurings on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as TDRs.

 

Loans accounted for under ASC 310-30

 

Loan pools accounted for under ASC Topic 310-30 are periodically remeasured to determine expected future cash flows. In determining the expected cash flows, the timing of cash flows and prepayment assumptions for smaller homogeneous loans are based on statistical models that take into account factors such as the loan interest rate, credit profile of the borrowers, the years in which the loans were originated, and whether the loans are fixed or variable rate loans. Prepayments may be assumed on loans if circumstances

20


 

specific to that loan warrant a prepayment assumption. The remeasurement of loans accounted for under ASC 310-30 resulted in the following changes in the carrying amount of accretable yield during the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

March 31, 2018

Accretable yield beginning balance

 

$

35,901

 

$

46,568

Reclassification from non-accretable difference

 

 

1,524

 

 

5,409

Reclassification to non-accretable difference

 

 

(421)

 

 

(1,390)

Accretion

 

 

(3,687)

 

 

(5,394)

Accretable yield ending balance

 

$

33,317

 

$

45,193

 

Below is the composition of the net book value for loans accounted for under ASC 310-30 at March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

Contractual cash flows

 

$

409,942

 

$

420,994

Non-accretable difference

 

 

(313,098)

 

 

(314,214)

Accretable yield

 

 

(33,317)

 

 

(35,901)

Loans accounted for under ASC 310-30

 

$

63,527

 

$

70,879

 

 

 

 

 

Note 5 Allowance for Loan Losses

 

The tables below detail the Company’s allowance for loan losses and recorded investment in loans as of and for the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  March 31, 2019

 

 

 

 

 

Non-owner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

commercial

 

Residential

 

 

 

 

 

 

 

   

Commercial

    

real estate

    

real estate

    

Consumer

    

Total

Beginning balance

 

$

27,137

 

$

4,406

 

$

3,800

 

$

349

 

$

35,692

Originated and acquired beginning balance

 

 

26,946

 

 

4,406

 

 

3,760

 

 

349

 

 

35,461

Charge-offs

 

 

(12)

 

 

 —

 

 

(23)

 

 

(233)

 

 

(268)

Recoveries

 

 

27

 

 

11

 

 

13

 

 

46

 

 

97

Provision

 

 

933

 

 

497

 

 

(66)

 

 

186

 

 

1,550

Originated and acquired ending balance

 

 

27,894

 

 

4,914

 

 

3,684

 

 

348

 

 

36,840

ASC 310-30 beginning balance

 

 

191

 

 

 —

 

 

40

 

 

 —

 

 

231

Charge-offs

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Recoveries

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Recoupment

 

 

(10)

 

 

 —

 

 

(6)

 

 

 —

 

 

(16)

ASC 310-30 ending balance

 

 

181

 

 

 —

 

 

34

 

 

 —

 

 

215

Ending balance

 

$

28,075

 

$

4,914

 

$

3,718

 

$

348

 

$

37,055

Ending allowance balance attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated and acquired loans individually evaluated for impairment

 

$

1,471

 

$

39

 

$

36

 

$

 —

 

$

1,546

Originated and acquired loans collectively evaluated for impairment

 

 

26,423

 

 

4,875

 

 

3,648

 

 

348

 

 

35,294

ASC 310-30 loans

 

 

181

 

 

 —

 

 

34

 

 

 —

 

 

215

Total ending allowance balance

 

$

28,075

 

$

4,914

 

$

3,718

 

$

348

 

$

37,055

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated and acquired loans individually evaluated for impairment

 

$

18,786

 

$

2,430

 

$

4,583

 

$

6,944

 

$

32,743

Originated and acquired loans collectively evaluated for impairment

 

 

2,718,219

 

 

606,646

 

 

810,561

 

 

15,245

 

 

4,150,671

ASC 310-30 loans

 

 

19,139

 

 

36,878

 

 

7,508

 

 

 2

 

 

63,527

Total loans

 

$

2,756,144

 

$

645,954

 

$

822,652

 

$

22,191

 

$

4,246,941

 

21


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  March 31, 2018

 

 

 

 

 

Non-owner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

commercial

 

Residential

 

 

 

 

 

 

 

   

Commercial

    

real estate

    

real estate

    

Consumer

    

Total

Beginning balance

 

$

21,385

 

$

5,609

 

$

3,965

 

$

305

 

$

31,264

Originated and acquired beginning balance

 

 

21,340

 

 

5,583

 

 

3,965

 

 

305

 

 

31,193

Charge-offs

 

 

(437)

 

 

 —

 

 

 —

 

 

(279)

 

 

(716)

Recoveries

 

 

42

 

 

 —

 

 

 2

 

 

53

 

 

97

Provision

 

 

540

 

 

(712)

 

 

(39)

 

 

211

 

 

 —

Originated and acquired ending balance

 

 

21,485

 

 

4,871

 

 

3,928

 

 

290

 

 

30,574

ASC 310-30 beginning balance

 

 

45

 

 

26

 

 

 —

 

 

 —

 

 

71

Charge-offs

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Recoveries

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Provision (recoupment)

 

 

48

 

 

(7)

 

 

 —

 

 

 —

 

 

41

ASC 310-30 ending balance

 

 

93

 

 

19

 

 

 —

 

 

 —

 

 

112

Ending balance

 

$

21,578

 

$

4,890

 

$

3,928

 

$

290

 

$

30,686

Ending allowance balance attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated and acquired loans individually evaluated for impairment

 

$

1,185

 

$

 2

 

$

31

 

$

 —

 

$

1,218

Originated and acquired loans collectively evaluated for impairment

 

 

20,300

 

 

4,868

 

 

3,897

 

 

290

 

 

29,355

ASC 310-30 loans

 

 

93

 

 

20

 

 

 —

 

 

 —

 

 

113

Total ending allowance balance

 

$

21,578

 

$

4,890

 

$

3,928

 

$

290

 

$

30,686

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated and acquired loans individually evaluated for impairment

 

$

24,175

 

$

1,901

 

$

8,558

 

$

38

 

$

34,672

Originated and acquired loans collectively evaluated for impairment

 

 

2,057,022

 

 

633,537

 

 

838,597

 

 

26,197

 

 

3,555,353

ASC 310-30 loans

 

 

24,702

 

 

75,277

 

 

12,000

 

 

330

 

 

112,309

Total loans

 

$

2,105,899

 

$

710,715

 

$

859,155

 

$

26,565

 

$

3,702,334

 

 

In evaluating the loan portfolio for an appropriate ALL level, non-impaired originated and acquired loans were grouped into segments based on broad characteristics such as primary use and underlying collateral. Within the segments, the portfolio was further disaggregated into classes of loans with similar attributes and risk characteristics for purposes of applying loss ratios and determining applicable subjective adjustments to the ALL. The application of subjective adjustments was based upon qualitative risk factors, including economic trends and conditions, industry conditions, asset quality, loss trends, lending management, portfolio growth and loan review/internal audit results.

 

Net charge-offs on originated and acquired loans during the three months ended March 31, 2019 were $0.2 million. Management’s evaluation of credit quality resulted in provision for originated and acquired loan losses of $1.6 million during the three months ended March 31, 2019. No provision was recorded for loan losses on originated and acquired loans during the three months ended March 31, 2018.

 

During the three months ended March 31, 2019 and 2018, the Company re-estimated the expected cash flows of the loan pools accounted for under ASC 310-30. The remeasurement during the three months ended March 31, 2019 resulted in a net recoupment of $16 thousand. The remeasurement during the three months ended March 31, 2018 resulted in a net provision of $41 thousand.

 

Note 6 Leases

 

The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019. As a result of the adoption, the Company recorded lease right-of-use (“ROU”) assets and lease liabilities of $30.5 million with a cumulative effect adjustment to beginning retained

22


 

earnings of $0.3 million. As of March 31, 2019, right-of-use lease assets and related lease liabilities totaled $29.4 million and were included within other assets and other liabilities, respectively, on the consolidated statements of financial condition.

 

The ROU assets represent the Company’s right to use, or control the use of, an underlying asset for the lease term and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease terms. The updates did not significantly change lease accounting requirements applicable to lessors and did not significantly impact our financial statements in relation to contracts whereby we act as a lessor.

 

The Company has operating leases for banking centers, corporate offices and ATMs, with remaining lease terms ranging from one  year to 9 years. The Company only included reasonably certain renewal options in the lease terms. The weighted-average remaining lease term for our operating leases was 5.3 years at March 31, 2019. As of March 31, 2019, the weighted-average discount rate was 3.42%, utilizing the Company’s incremental FHLB borrowing rate for borrowings of a similar term at the date of lease commencement.

 

Rent expense totaled $1.4 million for the three months ended March 31, 2019 and was recorded within occupancy and equipment on the consolidated statements of operations. Lease payments do not include non-lease components such as real estate taxes, insurance, and common area maintenance.

 

Below is a summary of undiscounted future minimum lease payments as of March 31, 2019 per ASC Topic 842, Leases:

 

 

 

 

 

Amount

For the nine months ending December 31, 2019

$

4,295

For the year ending December 31, 2020

 

5,172

For the year ending December 31, 2021

 

4,843

For the year ending December 31, 2022

 

4,324

For the year ending December 31, 2023

 

3,921

Thereafter

 

16,570

Total lease payments

 

39,125

Less: Imputed interest

 

9,719

Present value of operating lease liabilities

$

29,406

 

Below is a summary of undiscounted future minimum lease payments as of December 31, 2018 per ASC Topic 840, Leases:

 

 

 

 

Years ending December 31,

Amount

2019

$

3,092

2020

 

2,981

2021

 

3,091

2022

 

3,052

2023

 

2,047

Thereafter

 

10,163

Total

$

24,426

 

 

Note 7 Other Real Estate Owned

 

A summary of the activity in the OREO balances during the three months ended March 31, 2019 and 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

 

 

2019

 

2018

 

Beginning balance

    

$

10,596

    

$

10,491

 

Acquired through acquisition

 

 

 —

 

 

1,409

 

Transfers from loan portfolio, at fair value

 

 

288

 

 

127

 

Impairments

 

 

(596)

 

 

(38)

 

Sales

 

 

(894)

 

 

(114)

 

Ending balance

 

$

9,394

 

$

11,875

 

 

23


 

OREO totaled $9.4 million at March 31, 2019 and decreased $1.2 million from December 31, 2018. During the three months ended March 31, 2019, the Company sold $0.9 million of OREO. OREO net gains of $0.4 million and net losses of $0.1 million were included in the consolidated statement of operations for the three months ended March 31, 2019 and 2018, respectively.

 

Note 8 Goodwill and Intangible Assets

 

Goodwill and core deposit intangible

 

In connection with all of our acquisitions, the Company recorded goodwill of $115.0 million and core deposit intangible assets of $48.8 million. The goodwill is measured as the excess of the fair value of consideration paid over the fair value of net assets acquired. No goodwill impairment was recorded during the three months ended March 31, 2019 or the year ended December 31, 2018.

 

The gross carrying amount of the core deposit intangibles and the associated accumulated amortization at March 31, 2019 and December 31, 2018, are presented as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

 

Gross

 

 

 

 

Net

 

Gross

 

 

 

 

Net

 

carrying

 

Accumulated

 

carrying

 

carrying

 

Accumulated

 

carrying

 

amount

 

amortization

 

amount

 

amount

 

amortization

 

amount

Core deposit intangible

$

48,834

    

$

39,215

 

$

9,619

 

$

48,834

    

$

38,920

 

$

9,914

 

The Company is amortizing the core deposit intangibles from acquisitions on a straight line basis over 7-10 years from the date of the respective acquisitions, which represents the expected useful life of the assets. The Company recognized core deposit intangible amortization expense of $0.3 million and $0.7 million during the three months ended March 31, 2019 and 2018, respectively.

 

The following table shows the estimated future amortization expense for the core deposit intangibles as of March 31, 2019:

 

 

 

 

Years ending December 31,

 

Amount

For the nine months ending December 31, 2019

$

887

For the year ending December 31, 2020

 

1,183

For the year ending December 31, 2021

 

1,183

For the year ending December 31, 2022

 

1,127

For the year ending December 31, 2023

 

1,048

 

Mortgage servicing rights

 

Mortgage servicing rights represent rights to service loans originated by the Company and sold to government sponsored enterprises including FHLMC, FNMA, GNMA and FHLB. Mortgage loans serviced for others were $376.0 million and $441.0 million at March 31, 2019 and 2018, respectively. 

 

Below are the changes in the mortgage servicing rights for the periods presented:

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

 

2019

 

2018

Beginning balance

    

$

3,556

    

$

 —

Acquired through acquisition

 

 

 —

 

 

4,301

Originations

 

 

13

 

 

 —

Impairment

 

 

(54)

 

 

 —

Amortization

 

 

(153)

 

 

(171)

Ending balance

 

$

3,362

 

$

4,130

Fair value of mortgage servicing rights

 

 

3,564

 

 

4,712

 

The fair value of mortgage servicing rights was determined based upon a discounted cash flow analysis. The cash flow analysis included assumptions for discount rates and prepayment speeds. Discount rates ranged from 9.5% to 10.5% and the constant prepayment speed ranged from 13.4% to 19.8% for the March 31, 2019 valuation. Included in mortgage banking income in the consolidated statements of operations were service fees of $0.3 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively.

24


 

 

Mortgage servicing rights are evaluated, and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by type (FHLMC, FNMA, GNMA and FHLB) and interest rate. The Company is amortizing the mortgage servicing rights in proportion to and over the period of the estimated net servicing income of the underlying loans. The Company recognized mortgage servicing rights amortization expense of $0.2 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.

 

The following table shows the estimated future amortization expense for the mortgage servicing rights as of March 31, 2019:

 

 

 

 

Years ending December 31,

 

Amount

For the nine months ending December 31, 2019

$

449

For the year ending December 31, 2020

 

519

For the year ending December 31, 2021

 

427

For the year ending December 31, 2022

 

351

For the year ending December 31, 2023

 

288

 

 

Note 9 Borrowings

 

The company enters into repurchase agreements to facilitate the needs of its clients. As of March 31, 2019 and December 31, 2018, the Company sold securities under agreements to repurchase totaling $59.5 million and $66.0 million, respectively, and none were for periods longer than one day. The Company pledged mortgage-backed securities with a fair value of approximately $72.9 million and $73.9 million as of March 31, 2019 and December 31, 2018, respectively, for these agreements. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. As of March 31, 2019 and December 31, 2018, the Company had $11.5 million and $5.9 million of excess collateral pledged for repurchase agreements. 

 

As a member of the FHLB, the Bank has access to a line of credit and term financing from the FHLB with total available credit of $1.1 billion at March 31, 2019. At March 31, 2019 and December 31, 2018, the Bank had $161.1 million and $234.3 million in line of credit advances from the FHLB, respectively, that matured within a day. At March 31, 2019 and December 31, 2018, the Bank had $67.3 million and $67.3 million in term advances from the FHLB, respectively. The term advances have fixed interest rates of 1.55%-2.33%, with maturity dates of 2019 - 2020. The Bank had investment securities pledged as collateral for FHLB advances in the amount of $16.4 million at March 31, 2019 and $16.0 million at December 31, 2018. Loans pledged were $1.6 billion at March 31, 2019 and $1.6 billion at December 31, 2018. Interest expense related to FHLB advances totaled $1.5 million and $460 thousand for the three months ended March 31, 2019 and 2018, respectively.

 

 

 

Note 10 Regulatory Capital

 

As a bank holding company, the Company is subject to regulatory capital adequacy requirements implemented by the Federal Reserve. The federal banking agencies have risk-based capital adequacy regulations intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. Under these regulations, assets are assigned to one of several risk categories, and nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by a risk adjustment percentage for the category.

 

The Basel III rules, effective January 1, 2015, changed the components of regulatory capital, changed the way in which risk ratings are assigned to various categories of bank assets and defined a new Tier 1 common risk-based ratio. In addition, a capital conservation buffer requirement, which was fully phased in on January 1, 2019, added a 2.5% capital requirement above existing regulatory minimum ratios.

 

25


 

Under the Basel III requirements, at March 31, 2019 and December 31, 2018, the Company and the Bank met all capital requirements and the Bank had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as detailed in the tables below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

 

 

 

 

 

Required to be

 

Required to be

 

 

 

 

 

 

 

well capitalized under

 

considered

 

 

 

 

 

 

 

prompt corrective

 

 adequately

 

 

Actual

 

action provisions

 

capitalized

 

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

Tier 1 leverage ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

10.6%

 

$

595,782

 

N/A

 

 

N/A

 

4.0%

 

$

224,123

NBH Bank

 

8.9%

 

 

499,314

 

5.0%

 

$

279,602

 

4.0%

 

 

223,682

Common equity tier 1 risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

12.8%

 

$

595,782

 

N/A

 

 

N/A

 

7.0%

 

$

392,215

NBH Bank

 

10.8%

 

 

499,314

 

6.5%

 

$

363,483

 

7.0%

 

 

391,443

Tier 1 risk-based capital ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

12.8%

 

$

595,782

 

N/A

 

 

N/A

 

8.5%

 

$

394,452

NBH Bank

 

10.8%

 

 

499,314

 

8.0%

 

$

370,298

 

8.5%

 

 

393,441

Total risk-based capital ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

13.7%

 

$

636,902

 

N/A

 

 

N/A

 

10.5%

 

$

487,264

NBH Bank

 

11.7%

 

 

540,434

 

10.0%

 

$

462,872

 

10.5%

 

 

486,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Required to be

 

Required to be

 

 

 

 

 

 

 

well capitalized under

 

considered

 

 

 

 

 

 

 

prompt corrective

 

 adequately

 

 

Actual

 

action provisions

 

 capitalized

 

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

Tier 1 leverage ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

10.5%

 

$

580,504

 

N/A

 

 

N/A

 

4.0%

 

$

220,988

NBH Bank

 

9.0%

 

 

498,283

 

5.0%

 

$

275,703

 

4.0%

 

 

220,563

Common equity tier 1 risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

12.9%

 

$

580,504

 

N/A

 

 

N/A

 

7.0%

 

$

386,728

NBH Bank

 

11.1%

 

 

498,283

 

6.5%

 

$

358,414

 

7.0%

 

 

385,984

Tier 1 risk-based capital ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

12.9%

 

$

580,504

 

N/A

 

 

N/A

 

8.5%

 

$

382,306

NBH Bank

 

11.1%

 

 

498,283

 

8.0%

 

$

358,938

 

8.5%

 

 

381,372

Total risk-based capital ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

13.8%

 

$

620,275

 

N/A

 

 

N/A

 

10.5%

 

$

472,261

NBH Bank

 

12.0%

 

 

538,054

 

10.0%

 

$

448,672

 

10.5%

 

 

471,106

 


 

 

 

(1)

 

As of the fully phased-in date of January 1, 2019, including the capital conservation buffer.

f

 

 

 

 

Note 11 Revenue from Contracts with Clients

 

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Substantially all of the Company’s revenue is generated from contracts with clients. Topic 606 is applicable to non-interest revenue streams such as deposit related fees, interchange fees and merchant income. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, financial guarantees and derivatives are also not in scope of the new guidance. Non-interest revenue streams in-scope of Topic 606 are discussed below.

 

26


 

Service Charges and other fees

 

Service charge fees are primarily comprised of monthly service fees, check orders, and other deposit account related fees. Other fees include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients’ accounts.

 

Bank card fees

 

Bank card fees are primarily comprised of debit card income, ATM fees, merchant services income, and other fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit card transactions. The Company’s performance obligation for bank card fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

 

Loss (gain) on OREO Sales, net    

 

Loss (gain) on OREO Sales, net is recognized when the Company meets its performance obligation to transfer title to the buyer. The gain or loss is measured as the excess of the proceeds received compared to the OREO carrying value. Sales proceeds are received in cash at the time of transfer.

 

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, and non-interest expense in-scope of Topic 606 for the three months ended March 31, 2019 and 2018.

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

    

2019

    

2018

Non-interest income

 

 

 

 

 

 

  In-scope of Topic 606:

 

 

 

 

 

 

Service Charges and other fees

 

$

4,843

 

$

5,175

Bank card fees

 

 

3,428

 

 

3,362

  Non-interest income (in-scope of Topic 606)

 

 

8,271

 

 

8,537

  Non-interest income (out-of-scope of Topic 606)

 

 

8,780

 

 

9,298

Total non-interest income

 

$

17,051

 

$

17,835

Non-interest expense

 

 

 

 

 

 

  In-scope of Topic 606:

 

 

 

 

 

 

     (Gain) loss on OREO sales, net

 

 

(368)

 

 

78

Total revenue in-scope of Topic 606

 

$

7,903

 

$

8,615

 

Contract Balances

 

A contract asset balance occurs when an entity performs a service for a client before the client pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a client for which the entity has already received payment (or payment is due) from the client. The Company’s non-interest revenue streams are largely based on transactional activity, or standard month-end revenue accruals. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with clients, and therefore, does not experience significant contract balances. As of March 31, 2019 and December 31, 2018, the Company did not have any contract balances.

 

27


 

Contract Acquisition Costs

 

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a client if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a client that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not capitalized any contract acquisition costs.

 

Note 12 Stock-based Compensation and Benefits

 

The Company provides stock-based compensation in accordance with shareholder-approved plans. During the second quarter of 2014, shareholders approved the 2014 Omnibus Incentive Plan (the "2014 Plan"). The 2014 Plan replaces the NBH Holdings Corp. 2009 Equity Incentive Plan (the "Prior Plan"), pursuant to which the Company granted equity awards prior to the approval of the 2014 Plan. Pursuant to the 2014 Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons.

 

Stock options

 

The Company issues stock options which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire.

 

The expense associated with the awarded stock options was measured at fair value using a Black-Scholes option-pricing model. The outstanding option awards vest or have vested on a graded basis over 1-3 years of continuous service and have a 10-year contractual term.

 

The following table summarizes stock option activity for the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

Weighted

 

remaining

 

 

 

 

 

 

 

average

 

contractual

 

Aggregate

 

 

 

 

exercise 

 

 term in 

 

intrinsic 

 

 

Options

 

price

 

years

 

value

Outstanding at December 31, 2018

 

1,264,876

 

$

22.33

 

3.92

 

$

11,387

Granted

 

3,749

 

 

35.75

 

 

 

 

 

Exercised

 

(117,618)

 

 

20.37

 

 

 

 

 

Forfeited

 

(40,023)

 

 

30.72

 

 

 

 

 

Outstanding at March 31, 2019

 

1,110,984

 

$

22.28

 

3.68

 

$

12,292

Options exercisable at March 31, 2019

 

892,922

 

 

20.14

 

2.53

 

 

11,731

Options vested and expected to vest

 

1,093,498

 

 

22.11

 

3.60

 

 

12,282

 

Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $47 thousand and $173 thousand for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019, there was $0.5 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. The cost is expected to be recognized over a weighted average period of 1.9 years.

 

Restricted stock awards

 

The Company issues primarily time-based restricted stock awards that vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

28


 

 

Performance stock units

 

The Company grants performance stock units which represent initial target awards and do not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 150% of the initial target awards. 60% of the award is based on the Company’s cumulative earnings per share (EPS target) during the performance period, and 40% of the award is based on the Company’s cumulative total shareholder return (TSR target), or TSR, during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the KBW Regional Index at the grant date to determine the shares awarded. The fair value of the EPS target portion of the award was determined based on the closing stock price of the Company’s common stock on the grant date. The fair value of the TSR target portion of the award was determined using a Monte Carlo Simulation at the grant date.

 

The following table summarizes restricted stock and performance stock unit activity during the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

Weighted

 

 

 Restricted

 

average grant-

 

Performance

 

 

average grant-

 

 

stock shares

 

date fair value

 

stock units

 

 

date fair value

Unvested at December 31, 2018

 

146,494

 

$

28.19

 

192,049

 

$

26.40

Granted

 

3,749

 

 

35.75

 

 —

 

 

 —

Net adjustment due to performance

 

 —

 

 

 —

 

22,246

 

 

17.36

Vested

 

(26,594)

 

 

11.28

 

(95,308)

 

 

18.02

Forfeited

 

(15,863)

 

 

31.57

 

(19,401)

 

 

31.54

Unvested at March 31, 2019

 

107,786

 

$

32.13

 

99,586

 

$

31.40

 

As of March 31, 2019, the total unrecognized compensation cost related to the non-vested restricted stock awards and performance stock units totaled $1.5 million and $1.8 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.0 years and 1.7 years, respectively. Expense related to non-vested restricted stock awards totaled $0.2 million and $0.4 million during the three months ended March 31, 2019 and 2018, respectively. Expense related to non-vested performance stock units totaled $0.2 million and $0.2 million during the three months ended March 31, 2019 and 2018, respectively. Expense related to non-vested restricted stock awards and units is a component of salaries and benefits in the Company’s consolidated statements of operations.

 

Employee Stock Purchase Plan

 

The 2014 Employee Stock Purchase Plan (“ESPP”) is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ESPP. Under the ESPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 336,443 was available for issuance.

 

Under the ESPP, employees purchased 6,201 shares and 5,960 shares during the three months ended March 31, 2019 and 2018, respectively.

 

 

 

Note 13 Common Stock

 

The Company had 30,958,581 and 30,769,063 shares of Class A common stock outstanding at March 31, 2019 and December 31, 2018, respectively, exclusive of issued non-vested restricted shares. Additionally, the Company had 107,786 and 146,494 shares outstanding at March 31, 2019 and December 31, 2018, respectively, of restricted Class A common stock issued but not yet vested under the 2014 Omnibus Incentive Plan that are not included in shares outstanding until such time that they are vested; however, these shares do have voting and certain dividend rights during the vesting period.

 

29


 

On August 5, 2016, the Board of Directors authorized a new share repurchase program for up to $50.0 million from time to time in either the open market or through privately negotiated transactions. The remaining authorization under this program as of March 31, 2019 was $12.6 million.

 

Note 14 Earnings Per Share

 

The Company calculates earnings per share under the two-class method, as certain non-vested share awards contain non-forfeitable rights to dividends. As such, these awards are considered securities that participate in the earnings of the Company. Non-vested shares are discussed further in note 12.

 

The Company had 30,958,581 and 30,479,969 shares of Class A common stock outstanding as of March 31, 2019 and 2018, respectively, exclusive of issued non-vested restricted shares. Certain stock options and non-vested restricted shares are potentially dilutive securities, but are not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive for the three months ended March 31, 2019 and 2018.

 

The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

    

March 31, 2019

    

March 31, 2018

Net income

 

$

18,922

 

$

8,464

Less: income allocated to participating securities

 

 

(18)

 

 

(13)

Income allocated to common shareholders

 

$

18,904

 

$

8,451

Weighted average shares outstanding for basic earnings per common share

 

 

30,961,187

 

 

30,493,689

Dilutive effect of equity awards

 

 

536,351

 

 

649,839

Weighted average shares outstanding for diluted earnings per common share

 

 

31,497,538

 

 

31,143,528

Basic earnings per share

 

$

0.61

 

$

0.28

Diluted earnings per share

 

$

0.60

 

$

0.27

 

The Company had 1,110,984 and 1,516,044 outstanding stock options to purchase common stock at weighted average exercise prices of $22.28 and $21.89 per share at March 31, 2019 and 2018, respectively, which have time-vesting criteria, and as such, any dilution is derived only for the time frame in which the vesting criteria had been met and where the inclusion of those stock options is dilutive. The Company had 207,372 and 418,638 unvested restricted shares and units issued as of March 31, 2019 and 2018, respectively, which have performance, market and/or time-vesting criteria, and as such, any dilution is derived only for the time frame in which the vesting criteria had been met and where the inclusion of those restricted shares and units is dilutive.

 

Note 15 Derivatives

 

Risk management objective of using derivatives

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company has established policies that neither carrying value nor fair value at risk should exceed established guidelines. The Company has designed strategies to confine these risks within the established limits and identify appropriate trade-offs in the financial structure of its balance sheet. These strategies include the use of derivative financial instruments to help achieve the desired balance sheet repricing structure while meeting the desired objectives of its clients. Currently, the Company employs certain interest rate swaps that are designated as fair value hedges as well as economic hedges. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

 

Fair values of derivative instruments on the balance sheet

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of March 31, 2019 and December 31, 2018.

 

30


 

Information about the valuation methods used to measure fair value is provided in note 17.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives fair value

 

 

 

Liability derivatives fair value

 

 

Balance Sheet

 

March 31, 

 

December 31, 

 

Balance Sheet

 

March 31, 

 

December 31, 

 

    

location

    

2019

    

2018

    

Location

    

2019

    

2018

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate products

 

Other assets

 

$

9,102

 

$

17,436

 

Other liabilities

 

$

2,414

 

$

228

Total derivatives designated as hedging instruments

 

 

 

$

9,102

 

$

17,436

 

 

 

$

2,414

 

$

228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate products

 

Other assets

 

$

4,933

 

$

3,191

 

Other liabilities

 

$

5,358

 

$

3,349

Interest rate lock commitments

 

Other assets

 

 

1,539

 

 

871

 

Other liabilities

 

 

110

 

 

72

Forward contracts

 

Other assets

 

 

13

 

 

 —

 

Other liabilities

 

 

701

 

 

472

Total derivatives not designated as hedging instruments

 

 

 

$

6,485

 

$

4,062

 

 

 

$

6,169

 

$

3,893

 

Fair value hedges

 

Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of March 31, 2019, the Company had interest rate swaps with a notional amount of $471.8 million, which were designated as fair value hedges of interest rate risk. As of December 31, 2018, the Company had interest rate swaps with a notional amount of $473.4 million that were designated as fair value hedges. These interest rate swaps were associated with $530.9 million and $522.7 million of the Company’s fixed-rate loans as of March 31, 2019 and December 31, 2018, respectively, before a $3.0 million and $13.2 million fair value loss hedge adjustment in the carrying amount, included in loans receivable on the statements of financial condition as of March 31, 2019 and December 31, 2018, respectively.

 

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. 

 

Non-designated hedges

 

Derivatives not designated as hedges are not speculative and consist of interest rate swaps with commercial banking clients that facilitate their respective risk management strategies. Interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2019, the Company had matched interest rate swap transactions with an aggregate notional amount of $486.4 million related to this program. As of December 31, 2018, the Company had matched interest rate swap transactions with an aggregate notional amount of $206.8 million related to this program. 

 

As part of its mortgage banking activities, the Company enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Company then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs ("best efforts") or commits to deliver the locked loan in a binding ("mandatory") delivery program with an investor. Fair value changes of certain loans under interest rate lock commitments are hedged with forward sales contracts of MBS. Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in non-interest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Company determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded.

 

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Company does not expect any counterparty to any MBS contract to fail to meet its obligation.

31


 

Additional risks inherent in mandatory delivery programs include the risk that, if the Company fails to deliver the loans subject to interest rate risk lock commitments, it will still be obligated to “pair off” MBS to the counterparty. Should this be required, the Company could incur significant costs in acquiring replacement loans and such costs could have an adverse effect on the consolidated financial statements.

 

The fair value of the mortgage banking derivative is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

 

The Company had interest rate lock commitments with a notional value of $96.9 million and forward contracts with a notional value of $118.6 million at March 31, 2019. At December 31, 2018, the Company had interest rate lock commitments with a notional value of $50.1 million and forward contracts with a notional value of $77.6 million.

 

Effect of derivative instruments on the consolidated statements of operations

 

The tables below present the effect of the Company’s derivative financial instruments in the consolidated statements of operations for the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

 

Location of gain (loss)

 

Amount of gain recognized in income on derivatives

Derivatives in fair value

 

recognized in income on

 

For the three months ended March 31, 

hedging relationships

    

derivatives

    

2019

    

2018

Interest rate products

 

Interest and fees on loans

 

$

10,136

 

$

12,052

Total

 

 

 

$

10,136

 

$

12,052

 

 

 

 

 

 

 

 

 

 

 

 

 

Location of gain (loss)

 

Amount of (loss) recognized in income on hedged items

 

 

recognized in income on

 

For the three months ended March 31, 

Hedged items

    

hedged items

    

2019

    

2018

Interest rate products

 

Interest and fees on loans

 

$

(10,515)

 

$

(11,917)

Total

 

 

 

$

(10,515)

 

$

(11,917)

 

 

 

 

 

 

 

 

 

 

 

 

 

Location of gain (loss)

 

Amount of gain (loss) recognized in income on derivatives

Derivatives not designated

 

recognized in income on

 

For the three months ended March 31, 

as hedging instruments

    

derivatives

    

2019

    

2018

Interest rate products

 

Other non-interest expense

 

$

273

 

$

122

Interest rate lock commitments

 

Mortgage banking income

 

 

1,152

 

 

375

Forward contracts

 

Mortgage banking income

 

 

(800)

 

 

1,108

Total

 

 

 

$

625

 

$

1,605

 

Credit-risk-related contingent features

 

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness for reasons other than an error or omission of an administrative or operational nature, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

 

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

 

As of March 31, 2019, the termination value of derivatives in a net liability position related to these agreements was $1.2 million, which includes accrued interest but excludes any adjustment for nonperformance risk. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and as of March 31, 2019 the Company had posted $2.1 million in eligible collateral. If the Company had breached any of these provisions at March 31, 2019, it could have been required to settle its obligations under the agreements at the termination value.

 

32


 

Note 16 Commitments and Contingencies

 

In the normal course of business, the Company enters into various off-balance sheet commitments to help meet the financing needs of clients. These financial instruments include commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. The same credit policies are applied to these commitments as the loans on the consolidated statements of financial condition; however, these commitments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of financial condition. At March 31, 2019 and December 31, 2018, the Company had loan commitments totaling $738.4 million and $773.5 million, respectively, and standby letters of credit that totaled $11.2 million and $10.6 million, respectively. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. However, the contractual amount of these commitments, offset by any additional collateral pledged, represents the Company’s potential credit loss exposure.

 

Total unfunded commitments at March 31, 2019 and December 31, 2018 were as follows:

 

 

 

 

 

 

 

 

 

    

March 31, 2019

    

December 31, 2018

Commitments to fund loans

 

$

204,282

 

$

183,946

Unfunded commitments under lines of credit

 

 

534,112

 

 

589,573

Commercial and standby letters of credit

 

 

11,155

 

 

10,558

Total unfunded commitments

 

$

749,549

 

$

784,077

 

Commitments to fund loans—Commitments to fund loans are legally binding agreements to lend to clients in accordance with predetermined contractual provisions providing there have been no violations of any conditions specified in the contract. These commitments are generally at variable interest rates and are for specific periods or contain termination clauses and may require the payment of a fee. The total amounts of unused commitments are not necessarily representative of future credit exposure or cash requirements, as commitments often expire without being drawn upon.

 

Unfunded commitments under lines of credit—In the ordinary course of business, the Company extends revolving credit to its clients. These arrangements may require the payment of a fee.

 

Commercial and standby letters of credit—As a provider of financial services, the Company routinely issues commercial and standby letters of credit, which may be financial standby letters of credit or performance standby letters of credit. These are various forms of “back-up” commitments to guarantee the performance of a client to a third party. While these arrangements represent a potential cash outlay for the Company, the majority of these letters of credit will expire without being drawn upon. Letters of credit are subject to the same underwriting and credit approval process as traditional loans, and as such, many of them have various forms of collateral securing the commitment, which may include real estate, personal property, receivables or marketable securities.

 

Contingencies

 

Mortgage loans sold to investors may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company has established a reserve liability for expected losses related to these representations and warranties based upon management’s evaluation of actual and historic loss history, delinquency trends in the portfolio and economic conditions. The Company recorded a repurchase reserve of $3.4 million and $4.3 million at March 31, 2019 and 2018, respectively, which is included in other liabilities on the consolidated statements of financial condition.

 

In the ordinary course of business, the Company and the Bank may be subject to litigation. Based upon the available information and advice from the Company’s legal counsel, management does not believe that any potential, threatened or pending litigation to which it is a party will have a material adverse effect on the Company’s liquidity, financial condition or results of operations.

 

Note 17 Fair Value Measurements

 

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels are defined as follows:

33


 

 

·

Level 1—Includes assets or liabilities in which the valuation methodologies are based on unadjusted quoted prices in active markets for identical assets or liabilities.

·

Level 2—Includes assets or liabilities in which the inputs to the valuation methodologies are based on similar assets or liabilities in inactive markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs other than quoted prices that are observable, such as interest rates, yield curves, volatilities, prepayment speeds, and other inputs obtained from observable market input.

·

Level 3—Includes assets or liabilities in which the inputs to the valuation methodology are based on at least one significant assumption that is not observable in the marketplace. These valuations may rely on management’s judgment and may include internally-developed model-based valuation techniques.

 

Level 1 inputs are considered to be the most transparent and reliable and level 3 inputs are considered to be the least transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. Although, in some instances, third party price indications may be available, limited trading activity can challenge the observability of these quotations.

 

Changes in the valuation inputs used for measuring the fair value of financial instruments may occur due to changes in current market conditions or other factors. Such changes may necessitate a transfer of the financial instruments to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfer occurs. During the three months ended March 31, 2019 and 2018, there were no transfers of financial instruments between the hierarchy levels.

 

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the valuation hierarchy:

 

Fair Value of Financial Instruments Measured on a Recurring Basis

 

Investment securities available-for-sale—Investment securities available-for-sale are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as level 1. At March 31, 2019 and December 31, 2018, the Company did not hold any level 1 securities. When quoted market prices in active markets for identical assets or liabilities are not available, quoted prices of securities with similar characteristics, discounted cash flows or other pricing characteristics are used to estimate fair values and the securities are then classified as level 2.

 

Loans held for sale—The Company has elected to record loans originated and intended for sale in the secondary market at estimated fair value. The portfolio consists primarily of fixed rate residential mortgage loans that are sold within 45 days. The Company estimates fair value based on quoted market prices for similar loans in the secondary market and is classified as Level 2.

 

Interest rate swap derivatives—The Company's derivative instruments are limited to interest rate swaps that may be accounted for as fair value hedges or non-designated hedges. The fair values of the swaps incorporate credit valuation adjustments in order to appropriately reflect nonperformance risk in the fair value measurements. The credit valuation adjustment is the dollar amount of the fair value adjustment related to credit risk and utilizes a probability weighted calculation to quantify the potential loss over the life of the trade. The credit valuation adjustments are calculated by determining the total expected exposure of the derivatives (which incorporates both the current and potential future exposure) and then applying the respective counterparties’ credit spreads to the exposure offset by marketable collateral posted, if any. Certain derivative transactions are executed with counterparties who are large financial institutions ("dealers"). International Swaps and Derivative Association Master Agreements ("ISDA") and Credit Support Annexes ("CSA") are employed for all contracts with dealers. These contracts contain bilateral collateral arrangements. The fair value inputs of these financial instruments are determined using discounted cash flow analysis through the use of third-party models whose significant inputs are readily observable market parameters, primarily yield curves, with appropriate adjustments for liquidity and credit risk, and are classified as level 2.

 

34


 

Mortgage banking derivatives—The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

 

The tables below present the financial instruments measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 on the consolidated statements of financial condition utilizing the hierarchy structure described above:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

    

 

    

    

 

    

    

 

    

    

 

    

Investment securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

 —

 

$

134,488

 

$

 —

 

$

134,488

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

 

 

613,970

 

 

 

 

613,970

Municipal securities

 

 

 —

 

 

441

 

 

 —

 

 

441

Loans held for sale

 

 

 

 

59,324

 

 

 —

 

 

59,324

Interest rate swap derivatives

 

 

 

 

14,035

 

 

 

 

14,035

Mortgage banking derivatives

 

 

 —

 

 

 —

 

 

1,552

 

 

1,552

Total assets at fair value

 

$

 —

 

$

822,258

 

$

1,552

 

$

823,810

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives

 

$

 

$

7,772

 

$

 

$

7,772

Mortgage banking derivatives

 

 

 —

 

 

 —

 

 

811

 

 

811

Total liabilities at fair value

 

$

 —

 

$

7,772

 

$

811

 

$

8,583

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

 —

 

$

146,642

 

$

 —

 

$

146,642

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

 

 

643,381

 

 

 

 

643,381

Municipal securities

 

 

 —

 

 

441

 

 

 —

 

 

441

Loans held for sale

 

 

 

 

48,120

 

 

 —

 

 

48,120

Interest rate swap derivatives

 

 

 

 

20,627

 

 

 

 

20,627

Mortgage banking derivatives

 

 

 —

 

 

 —

 

 

871

 

 

871

Total assets at fair value

 

$

 —

 

$

859,211

 

$

871

 

$

860,082

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives

 

$

 

$

3,577

 

$

 

$

3,577

Mortgage banking derivatives

 

 

 —

 

 

 —

 

 

544

 

 

544

Total liabilities at fair value

 

$

 —

 

$

3,577

 

$

544

 

$

4,121

 

35


 

The table below details the changes in level 3 financial instruments during the three months ended March 31, 2019:

 

 

 

 

 

 

    

 

Mortgage banking

 

 

 

derivatives, net

Balance at December 31, 2018

 

$

327

Gain included in earnings, net

 

 

414

Balance at March 31, 2019

 

$

741

 

Fair Value of Financial Instruments Measured on a Non-recurring Basis

 

Certain assets may be recorded at fair value on a non-recurring basis as conditions warrant. These non-recurring fair value measurements typically result from the application of lower of cost or fair value accounting or a write-down occurring during the period.

 

Impaired loans—The Company records collateral dependent loans that are considered to be impaired at their estimated fair value. A loan is considered impaired when it is probable that the Company will be unable to collect all contractual amounts due in accordance with the terms of the loan agreement. Collateral dependent impaired loans are measured based on the fair value of the collateral. The Company relies on third-party appraisals and internal assessments, utilizing a discount rate in the range of 0% - 25%, in determining the estimated fair values of these loans. The inputs used to determine the fair values of loans are considered level 3 inputs in the fair value hierarchy. At March 31, 2019, the Company recorded a specific reserve of $1.5 million related to six originated and acquired loans with a carrying balance of $5.6 million. At March 31, 2018, the Company recorded a specific reserve of $1.2 million related to six loans with a carrying balance of $6.4 million.

 

OREO—OREO is recorded at the fair value of the collateral less estimated selling costs. The estimated fair values of OREO are updated periodically and further write-downs may be taken to reflect a new basis. The Company recognized $596 thousand and $38 thousand of OREO impairments in its consolidated statements of operations during the three months ended March 31, 2019 and 2018, respectively. The fair values of OREO are derived from third party price opinions or appraisals that generally use an income approach or a market value approach. If reasonable comparable appraisals are not available, then the Company may use internally developed models to determine fair values. The inputs used to determine the fair value of OREO properties are considered level 3 inputs in the fair value hierarchy.

 

Mortgage servicing rightsMortgage servicing rights represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes discount rates ranging from 9.5% to 10.5% at March 31, 2019 and prepayment speed assumption ranges of 13.4% to 19.8% at March 31, 2019 as inputs. Mortgage servicing rights are subject to impairment testing. The carrying values of these rights are reviewed quarterly for impairment based upon the calculation of fair value. For purposes of measuring impairment, the rights are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a value less than the carrying value, mortgage servicing rights are adjusted to fair value through a valuation allowance. There was a $0.1 million impairment of mortgage servicing rights recorded during the three months ended March 31, 2019, which is included in mortgage banking income on the consolidated statements of operations. No impairment of mortgage servicing rights was recorded for the three months ended March 31, 2018. The inputs used to determine the fair values of mortgage servicing rights are considered level 3 inputs in the fair value hierarchy.

 

The Company may be required to record fair value adjustments on other available-for-sale and municipal securities valued at par on a non-recurring basis.

 

The tables below provide information regarding the assets recorded at fair value on a non-recurring basis during the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Total

 

Losses from fair value changes

Impaired loans

 

$

32,743

 

$

245

Other real estate owned

    

 

9,394

    

 

596

Mortgage servicing rights

 

 

3,362

 

 

54

Total

 

$

45,499

 

$

895

 

36


 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

 

Total

 

Losses from fair value changes

Impaired loans

 

$

34,672

 

$

715

Other real estate owned

    

 

11,875

    

 

38

Mortgage servicing rights

 

 

4,130

 

 

 —

Total

 

$

50,677

 

$

753

 

The Company did not record any liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2019 and 2018.

 

Note 18 Fair Value of Financial Instruments

 

The fair value of a financial instrument is the amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is determined based upon quoted market prices to the extent possible; however, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques that may be significantly impacted by the assumptions used, including the discount rate and estimates of future cash flows. Changes in any of these assumptions could significantly affect the fair value estimates. The fair value of the financial instruments listed below does not reflect a premium or discount that could result from offering all of the Company’s holdings of financial instruments at one time, nor does it reflect the underlying value of the Company, as ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies and are based on the exit price concept within ASC Topic 825 and applied to this disclosure on a prospective basis. Considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.

 

The fair value of financial instruments at March 31, 2019 and December 31, 2018, including methods and assumptions utilized for determining fair value of financial instruments, are set forth below:

 

37


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Level in fair value

    

March 31, 2019

    

December 31, 2018

 

 

measurement 

 

Carrying

 

Estimated

 

Carrying

 

Estimated

 

 

hierarchy

 

amount

    

fair value

    

amount

    

fair value

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Level 1

 

$

105,258

 

$

105,258

 

$

109,556

 

$

109,556

Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises available-for-sale

 

Level 2

 

 

134,488

 

 

134,488

 

 

146,642

 

 

146,642

Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored enterprises available-for-sale

 

Level 2

 

 

613,970

 

 

613,970

 

 

643,381

 

 

643,381

Municipal securities

 

Level 2

 

 

441

 

 

441

 

 

441

 

 

441

Municipal securities

 

Level 3

 

 

169

 

 

169

 

 

169

 

 

169

Other available-for-sale securities

 

Level 3

 

 

469

 

 

469

 

 

469

 

 

469

Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises held-to-maturity

 

Level 2

 

 

147,221

 

 

146,316

 

 

157,115

 

 

154,412

Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored enterprises held-to-maturity

 

Level 2

 

 

74,506

 

 

73,291

 

 

78,283

 

 

76,514

Non-marketable securities

 

Level 2

 

 

24,574

 

 

24,574

 

 

27,555

 

 

27,555

Loans receivable

 

Level 3

 

 

4,246,941

 

 

4,279,916

 

 

4,092,308

 

 

4,082,146

Loans held for sale

 

Level 2

 

 

59,324

 

 

59,324

 

 

48,120

 

 

48,120

Accrued interest receivable

 

Level 2

 

 

22,362

 

 

22,362

 

 

17,852

 

 

17,852

Interest rate swap derivatives

 

Level 2

 

 

14,035

 

 

14,035

 

 

20,627

 

 

20,627

Mortgage banking derivatives

 

Level 3

 

 

1,552

 

 

1,552

 

 

871

 

 

871

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit transaction accounts

 

Level 2

 

 

3,633,356

 

 

3,633,356

 

 

3,445,092

 

 

3,445,092

Time deposits

 

Level 2

 

 

1,081,092

 

 

1,072,986

 

 

1,080,529

 

 

1,068,233

Securities sold under agreements to repurchase

 

Level 2

 

 

59,543

 

 

59,543

 

 

66,047

 

 

66,047

Federal Home Loan Bank advances

 

Level 2

 

 

228,421

 

 

228,810

 

 

301,660

 

 

301,933

Accrued interest payable

 

Level 2

 

 

8,731

 

 

8,731

 

 

6,889

 

 

6,889

Interest rate swap derivatives

 

Level 2

 

 

7,772

 

 

7,772

 

 

3,577

 

 

3,577

Mortgage banking derivatives

 

Level 3

 

 

811

 

 

811

 

 

544

 

 

544

 

 

 

Note 19 Acquisition Activities

 

On January 1, 2018, the Company completed its acquisition of Peoples, Inc., the bank holding company of Colorado-based Peoples National Bank and Kansas-based Peoples Bank. Immediately following the completion of the acquisition, Peoples National Bank and Peoples Bank merged into NBH Bank. Pursuant to the merger agreement executed in June 2017, the Company paid $36.2 million of cash consideration and 3,398,477 shares of the Company’s Class A common stock in exchange for all of the outstanding common stock of Peoples. Included in the cash consideration is $10.0 million of restricted cash placed in escrow for certain potential liabilities the Company is indemnified for pursuant to the merger agreement. The restricted cash is included in other assets in the Company’s consolidated statements of financial condition at March 31, 2019. The transaction was valued at $146.4 million in the aggregate, based on the Company’s closing price of $32.43 on the acquisition date. Acquisition related costs of $7.6 million on a pre-tax basis were included in the Company’s consolidated statements of operations for the three months ended March 31, 2018. The results of Peoples are included in the results of the Company subsequent to the acquisition date.

 

The Company determined that this acquisition constitutes a business combination as defined in ASC Topic 805, Business Combinations. Accordingly, as of the date of the acquisition, the Company recorded the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. The estimation of expected future cash flows, market conditions and other future events and actual results could differ materially. The determination of the fair values of fixed assets, loans, OREO, core deposit intangible, mortgage servicing rights and mortgage repurchase reserve involves a high degree of judgment and complexity.

 

38


 

The table below summarizes the net assets acquired (at fair value) and consideration transferred in connection with the Peoples acquisition:

 

 

 

 

 

Assets:

 

 

 

  Cash and due from banks

 

$

105,173

  Investment securities available-for-sale

 

 

118,512

  Non-marketable securities

 

 

4,796

  Loans

 

 

542,707

  Loans held for sale

 

 

54,260

  Other real estate owned

 

 

1,253

  Premises and equipment

 

 

18,584

  Core deposit intangible asset

 

 

10,477

  Mortgage servicing rights

 

 

4,301

  Other assets

 

 

15,361

     Total assets acquired

 

$

875,424

 

 

 

 

Liabilities:

 

 

 

Total deposits

 

 

729,911

FHLB borrowings

 

 

33,825

Other liabilities

 

 

20,683

Total liabilities assumed

 

$

784,419

 

 

 

 

Identifiable net assets acquired

 

$

91,005

 

 

 

 

Consideration:

 

 

 

NBHC common stock paid at January 1, 2018, closing price of $32.43

 

$

110,213

Cash

 

 

36,189

Total

 

$

146,402

 

 

 

 

Goodwill

 

$

55,397

 

 

 

 

 

In connection with the Peoples acquisition, the Company recorded $55.4 million of goodwill, a $10.5 million core deposit intangible asset, a $4.3 million mortgage servicing rights intangible asset and a $4.0 million mortgage repurchase reserve, included in other liabilities. The core deposit intangible is being amortized straight-line over ten years and the mortgage servicing rights intangible is amortized in proportion to and over the period of the estimated net servicing income. The Federal Home Loan Bank (“FHLB”) borrowings of $33.8 million were paid off during the first quarter of 2018. The goodwill associated with this transaction is not tax deductible.

 

At the date of acquisition, the gross contractual amounts receivable, inclusive of all principal and interest, was $713.6 million. The Company’s best estimate of the contractual principal cash flows for loans not expected to be collected was $2.1 million.

 

 

 

 

39


 

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

 

The following management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the three months ended March 31, 2019, and with our annual report on Form 10-K (file number 001-35654), which includes our audited consolidated financial statements and related notes as of and for the years ended December 31, 2018, 2017 and 2016. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” located elsewhere in this quarterly report and in Item 1A “Risk Factors” in the annual report on Form 10-K, referenced above, and should be read herewith.

 

All amounts are in thousands, except share and per share data, or as otherwise noted.

 

Overview

 

Our focus is on building relationships by creating a win-win scenario for our clients and our company. We believe in providing simple and fair solutions while offering personal service to our clients. We have established a solid financial services franchise with a sizable presence for deposit gathering and building client relationships necessary for growth. We also believe that our established presence in core markets that are outperforming national averages positions us well for growth opportunities. As of March 31, 2019, we had $5.8 billion in assets, $4.2 billion in loans, $4.7 billion in deposits and $0.7 billion in equity.

 

Operating Highlights and Key Challenges

 

   Increased profitability and returns

 

 

 

 

    

Net income was $18.9 million, or $0.60 per diluted share, for the first quarter of 2019 compared to net income of $8.5 million, or $0.27 per diluted share, for the first quarter of 2018. Net income during the first quarter of 2018 included $6.0 million, after tax, of non-recurring expenses related to the acquisition of Peoples. Adjusting for these expenses, net income would have been $14.5 million, or $0.47 per diluted share, for the first quarter of 2018.

    

The return on average tangible assets was 1.39% for the first quarter of 2019, compared to 0.66% for the first quarter of 2018. Adjusting for the non-recurring Peoples acquisition expenses, the return on average tangible assets was 1.11% for the first quarter of 2018.

    

The return on average tangible common equity was 13.15% for the first quarter of 2019, compared to 6.95% for the first quarter of 2018. Adjusting for the non-recurring Peoples expenses, the return on average tangible common equity was 11.63% for the first quarter of 2018.

 

   Strategic execution

 

 

 

 

 

Announced expansion into Utah in January 2019, with a focus on serving commercial and business banking clients in Salt Lake City’s Wasatch Front.

 

Grew originated and acquired loans outstanding to $4.2 billion, an increase of $162.0 million, or 16.3% annualized, since December 31, 2018, led by originated commercial loan growth of $112.8 million, or 17.4% annualized.

    

Maintained a conservatively structured loan portfolio represented by diverse industries and concentrations with most industry sector concentrations at 5% or less of total loans, and all concentration levels remain well below our self-imposed limits.

    

Continued to build and deepen relationships with our clients, resulting in spot transaction deposit growth of $178.3 million since December 31, 2018.

 

   Loan portfolio

 

 

 

 

    

Total loans ended the quarter at $4.2 billion and increased $154.6 million, or 15.3% annualized, since December 31, 2018.

    

Originated loans increased $191.9 million, or 21.8% annualized, primarily due to strong growth in commercial loans of $121.9 million, or 19.9% annualized.

 

Total first quarter loan originations were $311.0 million, led by commercial loan originations of $201.3 million.

 

40


 

   Credit quality

 

 

 

 

 

Provision for loan losses totaled $1.5 million during the three months ended March 31, 2019, compared to $41 thousand during the three months ended March 31, 2018. The current provision was recorded to support the current quarter’s originated loan growth.

 

Annualized net charge-offs to average total loans totaled 0.02%, annualized, for the three months ended March 31, 2019, compared to 0.06% for the full year ended December 31, 2018.

    

Credit quality remained strong, as non-performing loans (comprised of non-accrual loans and non-accrual TDRs) were 0.62% of total loans, compared to 0.60% at December 31, 2018. Non-performing assets to total loans and OREO totaled 0.84% at March 31, 2019, compared to 0.85% at December 31, 2018.

 

   Client deposit funded balance sheet 

 

 

 

 

 

Average non-interest bearing demand deposits increased $50.5 million, compared to the first quarter of 2018.

    

Total deposits averaged $4.6 billion during the first quarter 2019, decreasing $36.6 million, compared to the first quarter of 2018.

 

Time deposits averaged $1.1 billion during the first quarter of 2019, decreasing $88.7 million, or 7.6%, from the first quarter of 2018.

 

Spot transaction deposits increased $71.5 million to $3.6 billion at March 31, 2019, compared to the first quarter of 2018.

 

The mix of transaction deposits to total deposits improved to 77.1% from 75.6% at March 31, 2018, due to our continued focus on developing long-term banking relationships.

 

Cost of deposits totaled 0.58%, increasing six basis points from December 31, 2018, and the cost of funds increased 12 basis points from December 31, 2018.

 

   Revenues

 

 

 

 

    

Fully taxable equivalent (FTE) net interest income totaled $52.4 million and increased $3.7 million, or 7.6%, compared to the first quarter of 2018.

    

The FTE net interest margin widened 21 basis points to 4.05% from the first quarter of 2018. The yield on earning assets increased 44 basis points, led by a 56 basis point increase in the originated portfolio yields due to higher new loan yields and short-term rate increases, partially offset by an increase in the cost of funds of 33 basis points from 0.55% to 0.88% from the first quarter of 2018. Our ability to maintain a low deposit beta was a key contributor in the expansion of our net interest margin.

 

Non-interest income totaled $17.1 million during the three months ended March 31, 2019, decreasing $0.8 million from the three months ended March 31, 2018, primarily due to $1.0 million lower mortgage banking income and $0.3 million lower OREO related income. These decreases were partially offset by $0.7 million higher other non-interest income due to an increase in swap fee income during the period.

 

   Expenses

 

 

 

 

    

Non-interest expense totaled $44.4 million during the three months ended March 31, 2019, representing a decrease of $10.9 million from the three months ended March 31, 2018, primarily driven by $7.6 million of acquisition costs during the first quarter of 2018 and efficiencies gained from the integration of the Peoples acquisition.

    

Income tax expense totaled $3.4 million and increased $1.7 million from the three months ended March 31, 2018. The March 31, 2019 effective tax rate was 15.1%. Included in income tax expense was $0.8 million and $0.4 million of tax benefit from stock compensation activity during the first quarters 2019 and 2018, respectively.

 

   Strong capital position

 

 

 

 

    

Capital ratios are strong as our capital position remains in excess of federal bank regulatory thresholds. As of March 31, 2019, our consolidated tier 1 leverage ratio was 10.6% and our consolidated tier 1 risk-based capital and common equity tier 1 risk-based capital ratios were both 12.8%.

    

At March 31, 2019, common book value per share was $23.10, while tangible common book value per share was $19.31, or $19.89 after consideration of the excess accretable yield value of $0.58 per share.

    

Since early 2013, we have repurchased 26.6 million shares, or 50.9% of the outstanding shares, at an attractive weighted average price of $20.03 per share.

41


 

 

Key Challenges

 

There are a number of significant challenges confronting us and our industry. We began banking operations in 2010 by acquiring distressed financial institutions, and sought to rebuild them and implement operational efficiencies across the enterprise as a whole. We face continual challenges implementing our business strategy, including growing the assets, particularly loans, and deposits of our business amidst intense competition, the rise of interest rates from an extended low interest rate environment, adhering to changes in the regulatory environment and identifying and consummating disciplined acquisition and other expansionary opportunities in a very competitive environment.

 

General economic conditions remained stable in the first quarter of 2019. Residential real estate values remain strong in our markets and nationally, with many markets, including Denver, hitting new post-crisis highs. Commercial real estate property fundamentals also remain strong, with stable occupancy and increasing lease rates, along with cyclically low capitalization rates leading to increasing valuations. A significant portion of our loan portfolio is secured by real estate and any deterioration in real estate values or credit quality or elevated levels of non-performing assets would ultimately have a negative impact on the quality of our loan portfolio.

 

The agriculture industry is in the fourth year of depressed commodity prices. Our food and agriculture portfolio is only 5.5% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 24.3% of the food and agriculture loan portfolio. We have maintained relationships with agriculture clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing any potential credit losses in the future.

 

Our originated and acquired loans outstanding portfolio at March 31, 2019 totaled $4.2 billion, representing an increase of $162.0 million, or 4.0%, compared to December 31, 2018. Our 310-30 loans have produced higher yields than our originated and acquired loans, due to accretion of fair value adjustments. During the three months ended March 31, 2019, our weighted average rate on new loans funded at the time of origination was 5.40% (fully taxable equivalent), compared to the first quarter 2018 weighted average yield of our originated loan portfolio of 4.40% (fully taxable equivalent). Fully taxable equivalent net interest income reached an inflection point in the second quarter of 2017 and continued through the first quarter of 2019 as the yields and volumes of originated and acquired loans outpaced the decrease in higher yielding 310-30 loan balances. The inflection point was driven by both the strong new loan originations as well as short-term market rate increases. Future growth in our interest income will ultimately be dependent on our ability to continue to generate sufficient volumes of high-quality originated loans.

 

Continued regulation, impending new liquidity and capital constraints, and a continual need to bolster cybersecurity are adding costs and uncertainty to all U.S. banks and could affect profitability. Also, nontraditional participants in the market may offer increased competition as non-bank payment businesses, including fintechs, are expanding into traditional banking products. While certain external factors are out of our control and may provide obstacles to our business strategy, we are prepared to deal with these challenges. We seek to remain flexible, yet methodical and proactive, in our strategic decision making so that we can quickly respond to market changes and the inherent challenges and opportunities that accompany such changes.

 

42


 

Performance Overview

 

In evaluating our consolidated statements of financial condition and results of operations financial statement line items, we evaluate and manage our performance based on key earnings indicators, balance sheet ratios, asset quality metrics and regulatory capital ratios, among others. The table below presents some of the primary performance indicators that we use to analyze our business on a regular basis for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

 

March 31, 

 

December 31, 

 

March 31, 

 

 

2019

 

2018

  

2018

Key Ratios(1)

 

 

 

 

 

 

Return on average assets

 

1.34%

 

1.22%

 

0.61%

Return on average tangible assets(2)

 

1.39%

 

1.26%

 

0.66%

Return on average tangible assets, adjusted(2)

 

1.39%

 

1.26%

 

1.11%

Return on average equity

 

10.84%

 

10.02%

 

5.34%

Return on average tangible common equity(2)

 

13.15%

 

12.29%

 

6.95%

Return on average tangible common equity, adjusted(2)

 

13.15%

 

12.29%

 

11.63%

Loan to deposit ratio (end of period)

 

90.08%

 

90.23%

 

79.70%

Non-interest bearing deposits to total deposits (end of period)

 

24.87%

 

23.64%

 

23.00%

Net interest margin(4)

 

3.95%

 

3.90%

 

3.76%

Net interest margin FTE(2)(4)(9)

 

4.05%

 

3.99%

 

3.84%

Interest rate spread FTE(5)(9)

 

3.81%

 

3.78%

 

3.70%

Yield on earning assets(3)

 

4.59%

 

4.45%

 

4.16%

Yield on earning assets FTE(2)(3)(9)

 

4.69%

 

4.54%

 

4.25%

Cost of interest bearing liabilities(3)

 

0.88%

 

0.76%

 

0.55%

Cost of deposits

 

0.58%

 

0.52%

 

0.41%

Non-interest income to total revenue FTE

 

24.55%

 

22.81%

 

26.80%

Non-interest expense to average assets

 

3.15%

 

3.03%

 

3.99%

Non-interest expense to average assets, adjusted

 

3.15%

 

3.03%

 

3.44%

Efficiency ratio(2)

 

64.64%

 

64.45%

 

83.43%

Efficiency ratio FTE(2)(9)

 

63.50%

 

63.30%

 

82.09%

 

 

 

 

 

 

 

Total Loans Asset Quality Data(6)(7)(8)

 

 

 

 

 

 

Non-performing loans to total loans

 

0.62%

 

0.60%

 

0.64%

Non-performing assets to total loans and OREO

 

0.84%

 

0.85%

 

0.96%

Allowance for loan losses to total loans

 

0.87%

 

0.87%

 

0.83%

Allowance for loan losses to non-performing loans

 

140.84%

 

145.94%

 

129.65%

Net charge-offs to average loans

 

0.02%

 

0.06%

 

0.07%

 

 

 

 

(1)

    

Ratios are annualized.

(2)

    

Ratio represents non-GAAP financial measure. See non-GAAP reconciliations below.

(3)

    

Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities are excluded from interest-earning assets. Interest bearing liabilities include liabilities that must be paid interest.

(4)

    

Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.

(5)

    

Interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.

(6)

 

Non-performing loans consist of non-accruing loans and restructured loans on non-accrual, but exclude any loans accounted for under ASC 310-30 in which the pool is still performing. These ratios may, therefore, not be comparable to similar ratios of our peers.

(7)

 

Non-performing assets include non-performing loans, other real estate owned and other repossessed assets.

(8)

 

Total loans are net of unearned discounts and fees.

(9)

 

Presented on a fully taxable equivalent basis using the statutory rate of 21% for the three months ended March 31, 2019, December 31, 2018 and March 31, 2018, respectively. The taxable equivalent adjustments included above are $1,227, $1,195 and $1,063 the three months ended March 31, 2019, December 31, 2018 and March 31, 2018, respectively.

43


 

 

 

About Non-GAAP Financial Measures

 

Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common book value, excluding accumulated other comprehensive loss, net of tax,” “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax,” “tangible common equity,” “tangible common equity to tangible assets,” “adjusted efficiency ratio,” “adjusted non-interest expense,” “adjusted non-interest expense to average assets,” “adjusted net income,” “adjusted earnings per share - diluted,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” and “fully taxable equivalent” metrics, are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

 

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

 

A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows.

 

44


 

Tangible Common Book Value Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

March 31, 

 

    

2019

    

2018

    

2018

Total shareholders’ equity

 

$

715,002

 

$

695,006

 

$

645,863

Less: goodwill and core deposit intangible assets, net

 

 

(124,645)

 

 

(124,941)

 

 

(126,340)

Add: deferred tax liability related to goodwill

 

 

7,555

 

 

7,327

 

 

6,878

Tangible common equity (non-GAAP)

 

$

597,912

 

$

577,392

 

$

526,401

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

5,802,666

 

$

5,676,666

 

$

5,657,583

Less: goodwill and core deposit intangible assets, net

 

 

(124,645)

 

 

(124,941)

 

 

(126,340)

Add: deferred tax liability related to goodwill

 

 

7,555

 

 

7,327

 

 

6,878

Tangible assets (non-GAAP)

 

$

5,685,576

 

$

5,559,052

 

$

5,538,121

 

 

 

 

 

 

 

 

 

 

Tangible common equity to tangible assets calculations:

 

 

 

 

 

 

 

 

 

Total shareholders' equity to total assets

 

 

12.32%

 

 

12.24%

 

 

11.42%

Less: impact of goodwill and core deposit intangible assets, net

 

 

(1.80)%

 

 

(1.85)%

 

 

(1.91)%

Tangible common equity to tangible assets (non-GAAP)

 

 

10.52%

 

 

10.39%

 

 

9.51%

 

 

 

 

 

 

 

 

 

 

Tangible common book value per share calculations:

 

 

 

 

 

 

 

 

 

Tangible common equity (non-GAAP)

 

$

597,912

 

$

577,392

 

$

526,401

Divided by: ending shares outstanding

 

 

30,958,581

 

 

30,769,063

 

 

30,479,969

Tangible common book value per share (non-GAAP)

 

$

19.31

 

$

18.77

 

$

17.27

 

 

 

 

 

 

 

 

 

 

Tangible common book value per share, excluding accumulated other comprehensive loss (AOCI) calculations:

 

 

 

 

 

 

 

 

 

Tangible common equity (non-GAAP)

 

$

597,912

 

$

577,392

 

$

526,401

Accumulated other comprehensive loss, net of tax

 

 

6,140

 

 

11,275

 

 

14,888

Tangible common book value, excluding AOCI, net of tax (non-GAAP)

 

 

604,052

 

 

588,667

 

 

541,289

Divided by: ending shares outstanding

 

 

30,958,581

 

 

30,769,063

 

 

30,479,969

Tangible common book value per share, excluding AOCI, net of tax (non-GAAP)

 

$

19.51

 

$

19.13

 

$

17.76

 

Return on Average Tangible Assets and Return on Average Tangible Equity

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

March 31, 

 

December 31, 

 

March 31, 

 

2019

    

2018

    

2018

Net income

$

18,922

 

$

17,235

 

$

8,464

Add: impact of core deposit intangible amortization expense, after tax

 

225

 

 

268

 

 

496

Net income adjusted for impact of core deposit intangible amortization expense, after tax

$

19,147

 

$

17,503

 

$

8,960

 

 

 

 

 

 

 

 

 

Average assets

$

5,711,020

 

$

5,620,451

 

$

5,615,684

Less: average goodwill and core deposit intangible asset, net of deferred tax liability related to goodwill

 

(117,235)

 

 

(117,760)

 

 

(119,158)

Average tangible assets (non-GAAP)

$

5,593,785

 

$

5,502,691

 

$

5,496,526

 

 

 

 

 

 

 

 

 

Average shareholders' equity

$

707,832

 

$

682,726

 

$

642,275

Less: average goodwill and core deposit intangible asset, net of deferred tax liability related to goodwill

 

(117,235)

 

 

(117,760)

 

 

(119,158)

Average tangible common equity (non-GAAP)

$

590,597

 

$

564,966

 

$

523,117

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.34%

 

 

1.22%

 

 

0.61%

Return on average tangible assets (non-GAAP)

 

1.39%

 

 

1.26%

 

 

0.66%

Return on average equity

 

10.84%

 

 

10.02%

 

 

5.34%

Return on average tangible common equity (non-GAAP)

 

13.15%

 

 

12.29%

 

 

6.95%

 

45


 

Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

March 31, 

 

December 31, 

 

March 31, 

 

2019

    

2018

    

2018

Interest income

$

59,420

 

$

57,780

 

$

52,791

Add: impact of taxable equivalent adjustment

 

1,227

 

 

1,195

 

 

1,063

Interest income FTE (non-GAAP)

$

60,647

 

$

58,975

 

$

53,854

 

 

 

 

 

 

 

 

 

Net interest income

$

51,166

 

$

50,632

 

$

47,647

Add: impact of taxable equivalent adjustment

 

1,227

 

 

1,195

 

 

1,063

Net interest income FTE (non-GAAP)

$

52,393

 

$

51,827

 

$

48,710

 

 

 

 

 

 

 

 

 

Average earning assets

$

5,247,265

 

$

5,152,934

 

$

5,140,602

Yield on earning assets

 

4.59%

 

 

4.45%

 

 

4.16%

Yield on earning assets FTE (non-GAAP)

 

4.69%

 

 

4.54%

 

 

4.25%

Net interest margin

 

3.95%

 

 

3.90%

 

 

3.76%

Net interest margin FTE (non-GAAP)

 

4.05%

 

 

3.99%

 

 

3.84%

 

Efficiency Ratio

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

March 31, 

 

December 31, 

 

March 31, 

 

2019

    

2018

    

2018

Net interest income

$

51,166

 

$

50,632

 

$

47,647

Add: impact of taxable equivalent adjustment

 

1,227

 

 

1,195

 

 

1,063

Net interest income, FTE (non-GAAP)

$

52,393

 

$

51,827

 

$

48,710

 

 

 

 

 

 

 

 

 

Non-interest income

$

17,051

 

$

15,317

 

$

17,835

 

 

 

 

 

 

 

 

 

Non-interest expense

$

44,394

 

$

42,857

 

$

55,282

Less: core deposit intangible asset amortization

 

(296)

 

 

(353)

 

 

(653)

Non-interest expense, adjusted for core deposit intangible asset amortization

$

44,098

 

$

42,504

 

$

54,629

 

 

 

 

 

 

 

 

 

Efficiency ratio

 

64.64%

 

 

64.45%

 

 

83.43%

Efficiency ratio FTE (non-GAAP)

 

63.50%

 

 

63.30%

 

 

82.09%

 

46


 

Adjusted Financial Results

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

 

March 31, 2019

 

December 31, 2018

 

March 31, 2018

Adjustments to net income:

 

 

 

 

 

 

 

 

 

Net income

 

$

18,922

 

$

17,235

 

$

8,464

Adjustments(1)

 

 

 —

 

 

 —

 

 

6,046

Adjusted net income (non-GAAP)

 

$

18,922

 

$

17,235

 

$

14,510

 

 

 

 

 

 

 

 

 

 

Adjustments to income per share:

 

 

 

 

 

 

 

 

 

Earnings per share

 

$

0.60

 

$

0.55

 

$

0.27

Adjustments(1)

 

 

 —

 

 

 —

 

 

0.20

Adjusted earnings per share - diluted (non-GAAP)

 

$

0.60

 

$

0.55

 

$

0.47

 

 

 

 

 

 

 

 

 

 

Adjustments to return on average tangible assets:

 

 

 

 

 

 

 

 

 

Adjusted net income (non-GAAP)(1)

 

$

18,922

 

$

17,235

 

$

14,510

Add: impact of core deposit intangible amortization expense, after tax

 

 

225

 

 

268

 

 

496

Net income adjusted for impact of core deposit intangible amortization expense, after tax

 

 

19,147

 

 

17,503

 

 

15,006

Average tangible assets (non-GAAP)

 

 

5,593,785

 

 

5,502,691

 

 

5,496,526

Adjusted return on average tangible assets (non-GAAP)

 

 

1.39%

 

 

1.26%

 

 

1.11%

 

 

 

 

 

 

 

 

 

 

Adjustments to return on average tangible common equity:

 

 

 

 

 

 

 

 

 

Net income adjusted for impact of core deposit intangible amortization expense, after tax

 

$

19,147

 

$

17,503

 

$

15,006

Average tangible common equity (non-GAAP)

 

 

590,597

 

 

564,966

 

 

523,117

Adjusted return on average tangible common equity (non-GAAP)

 

 

13.15%

 

 

12.29%

 

 

11.63%

 

 

 

 

 

 

 

 

 

 

(1) Adjustments:

 

 

 

 

 

 

 

 

 

Non-interest expense adjustments:

 

 

 

 

 

 

 

 

 

Non-recurring Peoples acquisition-related expenses

 

$

 —

 

$

 —

 

$

7,598

Total pre-tax adjustments (non-GAAP)

 

 

 —

 

 

 —

 

 

7,598

Collective tax expense impact

 

 

 —

 

 

 —

 

 

(1,552)

Adjustments (non-GAAP)

 

$

 —

 

$

 —

 

$

6,046

 

Application of Critical Accounting Policies

 

We use accounting principles and methods that conform to GAAP and general banking practices. We are required to apply significant judgment and make material estimates in the preparation of our financial statements and with regard to various accounting, reporting and disclosure matters. Assumptions and estimates are required to apply these principles where actual measurement is not possible or practical. The most significant of these estimates relate to the accounting for acquired loans and the determination of the ALL. These critical accounting policies and estimates are summarized in the sections captioned “Application of Critical Accounting Policies” in Management's Discussion and Analysis in our 2018 Annual Report on Form 10-K, and are further analyzed with other significant accounting policies in note 2, “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements for the year ended December 31, 2018.

 

Financial Condition

 

Total assets increased to $5.8 billion at March 31, 2019 from $5.7 billion at December 31, 2018, primarily driven by increases in total loans of $154.6 million, or 3.8%, and other assets of $26.1 million, or 16.4%, which were partially offset by a decrease in total investment securities of $58.2 million, or 5.5%. The increase in other assets was primarily due to the addition of right of use lease assets totaling $30.5 million due to the adoption of the new lease accounting standard further described in notes 2 and 6.

 

During the first quarter of 2019, lower cost demand, savings, and money market deposits ("transaction deposits") increased $178.3 million, or 5.2%, as we continued to develop full banking relationships with our clients. The increase in transaction deposits drove a decrease in FHLB borrowings of $73.2 million, or 24.3%, during the quarter as the low-cost deposit growth was utilized to fund loan growth. 

 

47


 

Investment Securities

 

Available-for-sale

 

Total investment securities available-for-sale were $749.5 million at March 31, 2019 and $791.1 million at December 31, 2018, a decrease of $41.6 million, or 5.3%, due to paydowns and maturities. During the three months ended March 31, 2019 and 2018, maturities and pay downs of available-for-sale securities totaled $48.3 million and $55.2 million, respectively. Purchases of available-for-sale securities during the three months ended March 31, 2019 and 2018 totaled $0 and $42.2 million, respectively.

 

Our available-for-sale investment securities portfolio is summarized as follows for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

 

   

 

 

    

 

 

    

 

    

Weighted

    

 

 

    

 

 

    

 

    

Weighted

 

 

Amortized

 

Fair

 

Percent of

 

average

 

Amortized

 

Fair

 

Percent of

 

average

 

 

cost

 

value

 

portfolio

 

yield

 

cost

 

value

 

portfolio

 

yield

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

134,173

 

$

134,488

 

17.9%

 

2.50%

 

$

147,283

 

$

146,642

 

18.5%

 

2.53%

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

625,776

 

 

613,970

 

81.9%

 

2.14%

 

 

661,354

 

 

643,381

 

81.3%

 

2.15%

Municipal securities

 

 

619

 

 

610

 

0.1%

 

3.67%

 

 

619

 

 

610

 

0.1%

 

3.67%

Other securities

 

 

469

 

 

469

 

0.1%

 

0.00%

 

 

469

 

 

469

 

0.1%

 

0.00%

Total investment securities available-for-sale

 

$

761,037

 

$

749,537

 

100.0%

 

2.20%

 

$

809,725

 

$

791,102

 

100.0%

 

2.22%

 

As of March 31, 2019 and December 31, 2018, generally the entire available-for-sale investment portfolio was backed by mortgages. The residential mortgage pass-through securities portfolio is comprised of both fixed rate and adjustable rate FHLMC, FNMA and GNMA securities. The other mortgage-backed securities are comprised of securities backed by FHLMC, FNMA and GNMA securities.

 

Mortgage-backed securities do not have a single maturity date and actual maturities may differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments. The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 3.1 years and 3.2 years at March 31, 2019 and December 31, 2018, respectively. This estimate is based on assumptions and actual results may differ. At March 31, 2019 and December 31, 2018, the duration of the total available-for-sale investment portfolio was 2.8 years and 3.0 years, respectively.

 

At March 31, 2019 and December 31, 2018, adjustable rate securities comprised 3.4% and 3.7%, respectively, of the available-for-sale MBS portfolio. The remainder of the portfolio was comprised of fixed rate amortizing securities with 10 to 30 year contractual maturities, with a weighted average coupon of 2.39% per annum and 2.39% per annum at March 31, 2019 and December 31, 2018, respectively.

 

The available-for-sale investment portfolio included $14.4 million and $20.9 million of gross unrealized losses at March 31, 2019 and December 31, 2018, respectively, which were partially offset by $2.9 million and $2.3 million of gross unrealized gains, respectively. We believe any unrecognized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were other-than-temporarily-impaired.

 

 Held-to-maturity

 

At March 31, 2019, we held $221.7 million of held-to-maturity investment securities, compared to $235.4 million at December 31, 2018, a decrease of $13.7 million, or 5.8%. During the three months ended March 31, 2019 and 2018, maturities and pay downs of held-to-maturity securities totaled $13.2 million and $15.5 million. Purchases of held-to-maturity securities during the three months ended March 31, 2019 and 2018 totaled $0.0 and $40.7 million, respectively.

 

48


 

Held-to-maturity investment securities are summarized as follows as of the date indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

    

Amortized

    

Fair

    

Percent of

    

average

    

Amortized

    

Fair

    

Percent of

    

average

 

 

cost

 

value

 

portfolio

 

yield

 

cost

 

value

 

portfolio

 

yield

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

$

147,221

 

$

146,316

 

66.4%

 

3.24%

 

$

157,115

 

$

154,412

 

66.7%

 

3.24%

Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises

 

 

74,506

 

 

73,291

 

33.6%

 

2.15%

 

 

78,283

 

 

76,514

 

33.3%

 

2.25%

  Total investment securities held-to-maturity

 

$

221,727

 

$

219,607

 

100.0%

 

2.87%

 

$

235,398

 

$

230,926

 

100.0%

 

2.91%

 

The residential mortgage pass-through and other residential MBS held-to-maturity investment portfolios are comprised of fixed rate FHLMC, FNMA and GNMA securities.

 

The fair value of the held-to-maturity investment portfolio was $219.6 million and $230.9 million at March 31, 2019 and December 31, 2018, respectively, and included $2.1 million and $4.5 million of net unrealized losses for the respective periods.

 

Mortgage-backed securities do not have a single maturity date and actual maturities may differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments. The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of March 31, 2019 and December 31, 2018 was 2.7 years and 2.8 years, respectively. This estimate is based on assumptions and actual results may differ. The duration of the total held-to-maturity investment portfolio was 2.5 years and 2.5 years as of March 31, 2019 and December 31, 2018, respectively.

 

Loans Overview

 

At March 31, 2019, our loan portfolio was comprised of new loans that we have originated and loans that were acquired in connection with our six acquisitions to date. Loans that exhibit signs of credit deterioration at the date of acquisition are accounted for in accordance with the provisions of ASC 310-30.

 

49


 

The table below shows the loan portfolio composition at the respective dates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019 vs.

 

 

 

 

 

 

 

December 31, 2018

 

March 31, 2019

 

December 31, 2018

 

% Change

Originated:

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

Commercial and industrial

$

1,971,692

 

$

1,877,221

 

5.0%

Owner-occupied commercial real estate

 

347,064

 

 

337,258

 

2.9%

Food and agriculture

 

228,765

 

 

217,294

 

5.3%

Energy

 

55,368

 

 

49,204

 

12.5%

Total commercial

 

2,602,889

 

 

2,480,977

 

4.9%

Commercial real estate non-owner occupied

 

472,073

 

 

407,431

 

15.9%

Residential real estate

 

664,852

 

 

657,633

 

1.1%

Consumer

 

21,070

 

 

22,895

 

(8.0)%

Total originated

 

3,760,884

 

 

3,568,936

 

5.4%

 

 

 

 

 

 

 

 

Acquired:

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

Commercial and industrial

 

48,194

 

 

53,926

 

(10.6)%

Owner-occupied commercial real estate

 

81,659

 

 

84,408

 

(3.3)%

Food and agriculture

 

4,263

 

 

4,862

 

(12.3)%

Total commercial

 

134,116

 

 

143,196

 

(6.3)%

Commercial real estate non-owner occupied

 

137,003

 

 

144,388

 

(5.1)%

Residential real estate

 

150,292

 

 

163,187

 

(7.9)%

Consumer

 

1,119

 

 

1,722

 

(35.0)%

Total acquired

 

422,530

 

 

452,493

 

(6.6)%

 

 

 

 

 

 

 

 

ASC 310-30 loans

 

63,527

 

 

70,879

 

(10.4)%

Total loans

$

4,246,941

 

$

4,092,308

 

3.8%

 

Our loan portfolio totaled $4.2 billion at March 31, 2019, increasing $154.6 million, or 3.8%, since December 31, 2018, driven by new loan originations. Originated and acquired loans grew $162.0 million, or 16.3% annualized, primarily due to growth in commercial loans of $112.8 million, or 17.4% annualized. The acquired 310-30 loan portfolio declined $7.4 million, or 10.4%, from December 31, 2018.

 

We have successfully generated new relationships with small to medium-sized businesses and consumers, experiencing particularly strong loan growth in our commercial and industrial portfolio, which at March 31, 2019, was comprised of diverse industry segments. These segments included government and municipal loans of $502.4 million, finance and financial services loans, primarily lender finance, of $377.0 million, healthcare-related loans of $191.0 million, manufacturing-related loans of $166.0 million and a variety of smaller subcategories of commercial and industrial loans. Food and agriculture loans were 36.6% of the Company’s risk based capital and 5.5% of total loans, and are well-diversified across crop and livestock types.

 

Originated and acquired non-owner occupied CRE loans were 95.6% of the Company’s risk based capital, or 14.3% of total loans, and no specific property type comprised more than 4.0% of total loans. The Company maintains very little exposure to retail properties, comprising less than 2.0% of total loans. Multi-family loans totaled $62.0 million, or 1.5% of total loans as of March 31, 2019.

 

New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates. Loan originations totaled $1.3 billion over the past twelve months, led by commercial and industrial loan originations of $723.0 million. Originations are defined as closed end funded loans and revolving lines of credit advances, net of any current period paydowns. Management utilizes this more conservative definition of originations to better approximate the impact of originations on loans outstanding and ultimately net interest income.

 

50


 

The following tables represent new loan originations during the first quarter 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

    

Fourth quarter

    

Third quarter

    

Second quarter

    

First quarter

 

 

2019

 

2018

 

2018

 

2018

 

2018

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

$

153,547

 

$

213,335

 

$

123,440

 

$

232,643

 

$

123,984

 

Owner occupied commercial real estate

 

26,405

 

 

34,727

 

 

35,549

 

 

19,009

 

 

23,576

 

Food and agriculture

 

15,213

 

 

14,046

 

 

23,833

 

 

38,220

 

 

25,873

 

Energy

 

6,138

 

 

7,640

 

 

5,412

 

 

(929)

 

 

(10,778)

 

Total commercial

 

201,303

 

 

269,748

 

 

188,234

 

 

288,943

 

 

162,655

 

Commercial real estate non-owner occupied

 

69,125

 

 

41,031

 

 

42,300

 

 

28,316

 

 

20,694

 

Residential real estate

 

38,627

 

 

51,017

 

 

40,293

 

 

30,259

 

 

21,698

 

Consumer

 

1,958

 

 

2,592

 

 

3,797

 

 

3,588

 

 

3,238

 

Total

$

311,013

 

$

364,388

 

$

274,624

 

$

351,106

 

$

208,285

 

 

Included in originations are net fundings under revolving lines of credit of $105,235, $6,263, $34,070, $151,888 and $59,236 as of the first quarter 2019, fourth quarter 2018, third quarter 2018, second quarter 2018 and first quarter 2018, respectively.

 

The tables below show the contractual maturities of our total loans for the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

    

Due within

    

Due after 1 but

    

Due after

    

 

 

 

 

1 year

 

within 5 years

 

5 years

 

Total

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

222,014

 

$

900,041

 

$

898,663

 

$

2,020,718

Owner occupied commercial real estate

 

 

34,379

 

 

117,520

 

 

289,723

 

 

441,622

Food and agriculture

 

 

45,235

 

 

163,303

 

 

29,898

 

 

238,436

Energy

 

 

9,788

 

 

45,580

 

 

 —

 

 

55,368

Total commercial

 

 

311,416

 

 

1,226,444

 

 

1,218,284

 

 

2,756,144

Commercial real estate non-owner occupied

 

 

78,179

 

 

392,664

 

 

175,111

 

 

645,954

Residential real estate

 

 

27,599

 

 

56,522

 

 

738,531

 

 

822,652

Consumer

 

 

6,303

 

 

12,444

 

 

3,444

 

 

22,191

Total loans

 

$

423,497

 

$

1,688,074

 

$

2,135,370

 

$

4,246,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

    

Due within

    

Due after 1 but

    

Due after

    

 

 

 

 

1 year

 

within 5 years

 

5 years

 

Total

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

191,088

 

$

844,015

 

$

896,910

 

$

1,932,013

Owner occupied commercial real estate

 

 

37,284

 

 

124,289

 

 

273,737

 

 

435,310

Food and agriculture

 

 

53,845

 

 

143,909

 

 

30,290

 

 

228,044

Energy

 

 

9,397

 

 

39,807

 

 

 —

 

 

49,204

Total commercial

 

 

291,614

 

 

1,152,020

 

 

1,200,937

 

 

2,644,571

Commercial real estate non-owner occupied

 

 

87,581

 

 

330,282

 

 

174,349

 

 

592,212

Residential real estate

 

 

30,376

 

 

56,914

 

 

743,525

 

 

830,815

Consumer

 

 

7,748

 

 

12,997

 

 

3,965

 

 

24,710

Total loans

 

$

417,319

 

$

1,552,213

 

$

2,122,776

 

$

4,092,308

 

51


 

The stated interest rate (which excludes the effects of non-refundable loan origination and commitment fees, net of costs and the accretion of fair value marks) of originated and acquired loans with maturities over one year is as follows at the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

Fixed

 

Variable

 

Total

 

    

 

 

    

Weighted

    

 

 

    

Weighted

    

 

 

    

Weighted

 

 

Balance

 

average rate

 

Balance

 

average rate

 

Balance

 

average rate

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial(1)

 

$

952,452

 

3.96%

 

$

845,679

 

4.97%

 

$

1,798,131

 

4.44%

Owner occupied commercial real estate

 

 

198,865

 

4.72%

 

 

198,545

 

5.16%

 

 

397,410

 

5.13%

Food and agriculture

 

 

47,002

 

5.09%

 

 

141,027

 

5.29%

 

 

188,029

 

5.24%

Energy

 

 

19

 

4.50%

 

 

45,561

 

4.82%

 

 

45,580

 

4.82%

Total commercial

 

 

1,198,338

 

4.19%

 

 

1,230,812

 

5.03%

 

 

2,429,150

 

4.62%

Commercial real estate non-owner occupied

 

 

235,894

 

4.72%

 

 

311,152

 

5.25%

 

 

547,046

 

5.02%

Residential real estate

 

 

354,006

 

3.60%

 

 

434,067

 

4.63%

 

 

788,073

 

4.17%

Consumer

 

 

12,978

 

5.40%

 

 

2,908

 

5.61%

 

 

15,886

 

5.44%

Total loans with > 1 year maturity

 

$

1,801,216

 

4.15%

 

$

1,978,939

 

4.98%

 

$

3,780,155

 

4.59%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Fixed

 

Variable

 

Total

 

    

 

 

    

Weighted

    

 

 

    

Weighted

    

 

 

    

Weighted

 

 

Balance

 

average rate

 

Balance

 

average rate

 

Balance

 

average rate

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial(1)

 

$

933,202

 

3.92%

 

$

807,139

 

4.98%

 

$

1,740,341

 

4.41%

Owner occupied commercial real estate

 

 

195,354

 

4.61%

 

 

192,133

 

5.09%

 

 

387,487

 

5.04%

Food and agriculture

 

 

44,351

 

5.00%

 

 

124,234

 

5.21%

 

 

168,585

 

5.15%

Energy

 

 

21

 

4.50%

 

 

39,786

 

4.81%

 

 

39,807

 

4.81%

Total commercial

 

 

1,172,928

 

4.14%

 

 

1,163,292

 

5.02%

 

 

2,336,220

 

4.58%

Commercial real estate non-owner occupied

 

 

209,759

 

4.70%

 

 

273,115

 

5.11%

 

 

482,874

 

4.93%

Residential real estate

 

 

361,147

 

3.56%

 

 

429,909

 

4.61%

 

 

791,056

 

4.13%

Consumer

 

 

13,672

 

5.27%

 

 

3,196

 

5.57%

 

 

16,868

 

5.33%

Total loans with > 1 year maturity

 

$

1,757,506

 

4.10%

 

$

1,869,512

 

4.94%

 

$

3,627,018

 

4.53%

 


 

 

 

(1)

    

Included in commercial fixed rate loans are loans totaling $471,837 and $473,440 that have been swapped to variables rates at current market pricing at March 31, 2019 and December 31, 2018, respectively. Included in the commercial segment are tax exempt loans totaling $680,443 and $685,644 with a weighted average rate of 3.44% and 3.27% at March 31, 2019 and December 31, 2018, respectively.

 

 

Accretable Yield

 

At March 31, 2019, the accretable yield balance on loans accounted for under ASC 310-30 was $33.3 million compared to $35.9 million at December 31, 2018. We remeasure the expected cash flows quarterly for all 24 remaining loan pools accounted for under ASC 310-30 utilizing the same cash flow methodology used at the time of acquisition. This remeasurement resulted in a net $1.1 million and $4.0 million reclassification from non-accretable difference to accretable yield during the three months ended March 31, 2019 and 2018, respectively.

 

In addition to the accretable yield on loans accounted for under ASC 310-30, the fair value adjustments on loans outside the scope of ASC 310-30 are also accreted to interest income over the life of the loans. Total remaining accretable yield and fair value mark was as follows for the dates indicated:

 

 

 

 

 

 

 

 

 

    

March 31, 2019

    

December 31, 2018

Remaining accretable yield on loans accounted for under ASC 310-30

 

$

33,317

 

$

35,901

Remaining accretable fair value mark on originated and acquired loans

 

 

8,391

 

 

8,659

Total remaining accretable yield and fair value mark

 

$

41,708

 

$

44,560

 

52


 

 

Asset Quality

 

Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type. Accordingly, for the origination of loans, we have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size. Within the scope of the credit policy, each prospective loan is reviewed in order to determine the appropriateness and the adequacy of the loan characteristics and the security or collateral prior to making a loan. We have established underwriting standards and loan origination procedures that require appropriate documentation, including financial data and credit reports. For loans secured by real property, we require property appraisals, title insurance or a title opinion, hazard insurance and flood insurance, in each case where appropriate.

 

Additionally, we have implemented procedures to timely identify loans that may become problematic in order to ensure the most beneficial resolution to the Company. Asset quality is monitored by our credit risk management department and evaluated based on quantitative and subjective factors such as the timeliness of contractual payments received. Additional factors that are considered, particularly with commercial loans over $500,000, include the financial condition and liquidity of individual borrowers and guarantors, if any, and the value of our collateral. To facilitate the oversight of asset quality, loans are categorized based on the number of days past due and on an internal risk rating system, and both are discussed in more detail below.

 

In the event of borrower default, we may seek recovery in compliance with state lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying or restructuring a loan from its original terms, for economic or legal reasons, to provide a concession to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. Such restructured loans are considered TDRs in accordance with ASC 310-40, Troubled Debt Restructurings by Creditors. Under this guidance, modifications to loans that fall within the scope of ASC 310-30 are not considered troubled debt restructurings, regardless of otherwise meeting the definition of a troubled debt restructuring. Assets that have been foreclosed on or acquired through deed-in-lieu of foreclosure are classified as OREO until sold, and are carried at the lower of the related loan balance or the fair value of the collateral less estimated costs to sell, with any initial valuation adjustments charged to the ALL and any subsequent declines in carrying value charged to impairments on OREO.

 

Non-performing Assets and Past Due Loans

 

Non-performing assets consist of non-accrual loans, TDRs on non-accrual, OREO and other repossessed assets. Non-accrual loans and TDRs on non-accrual accounted for under ASC 310-30, as described below, may be excluded from our non-performing assets to the extent that the cash flows of the loan pools are still estimable. Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during the three months ended March 31, 2019 and 2018 was $0.3 million and $0.3 million, respectively.

 

All loans accounted for under ASC 310-30 were classified as performing assets at March 31, 2019, as the future cash flows on the loan pools were considered estimable. While individual loans making up the pools may be accounted for on a cost recovery basis, the cash flows on the loan pools are considered estimable and, therefore, interest income, through accretion of the difference between the carrying value of the loans in the pool and the pool's expected future cash flows, is being recognized on all acquired loan pools accounted for under ASC 310-30.

 

Past due status is monitored as an indicator of credit deterioration. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Originated and acquired loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection.

 

53


 

The following table sets forth the non-performing assets and past due loans as of the dates presented:

 

 

 

 

 

 

 

 

March 31, 2019

    

December 31, 2018

Non-accrual loans:

 

 

 

 

 

Total non-accrual loans, excluding restructured loans

22,815

 

21,017

Total restructured loans on non-accrual

 

3,495

 

 

3,439

Total non-performing loans

 

26,310

 

 

24,456

OREO

 

9,394

 

 

10,596

Total non-performing assets

$

35,704

 

$

35,052

 

 

 

 

 

 

Loans 30-89 days past due and still accruing interest

$

6,245

 

$

4,610

Loans 90 days past due and still accruing interest

 

1,359

 

 

895

Total non-accrual loans

 

26,310

 

 

24,456

Total past due and non-accrual loans

$

33,914

 

$

29,961

Accruing restructured loans

$

2,206

 

$

5,944

ALL

$

37,055

 

$

35,692

Total non-performing loans to total loans

 

0.62%

 

 

0.60%

Loans 90 days or more past due and still accruing interest to total loans

 

0.03%

 

 

0.02%

Total 90 days past due and still accruing interest and non-accrual loans to total originated and acquired loans

 

0.66%

 

 

0.63%

Total non-performing assets to total loans and OREO

 

0.84%

 

 

0.85%

ALL to non-performing loans

 

140.84%

 

 

145.94%

 

During the first quarter of 2019, total non-performing loans increased $1.9 million, or 7.6%, from December 31, 2018. During the first quarter of 2019, accruing TDRs decreased $3.7 million due to paydowns. Total non-performing assets to total loans and OREO was 0.84% and 0.85% at March 31, 2019 and December 31, 2018, respectively.

 

Loans 30-89 days past due and still accruing interest increased $1.6 million from December 31, 2018 to March 31, 2019, and loans 90 days or more past due and still accruing interest increased $0.5 million from December 31, 2018 to March 31, 2019, for a collective increase in total past due loans of $2.1 million. There were no ASC 310-30 loan pools past due or on non-accrual at March 31, 2019 or December 31, 2018.

 

Allowance for Loan Losses

 

The ALL represents the amount that we believe is necessary to absorb probable losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity. Determination of the ALL is based on an evaluation of the collectability of loans, the realizable value of underlying collateral, economic conditions, historical net loan losses, the estimated loss emergence period, estimated default rates, any declines in cash flow assumptions from acquisition, loan structures, growth factors and other elements that warrant recognition and, to the extent applicable, prior loss experience. The ALL is critical to the portrayal and understanding of our financial condition, liquidity and results of operations. The determination and application of the ALL accounting policy involves judgments, estimates, and uncertainties that are subject to change. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition, liquidity or results of operations.

 

In accordance with the applicable guidance for business combinations, acquired loans were recorded at their acquisition date fair values, which were based on expected future cash flows and included an estimate for future loan losses; therefore, no ALL was recorded as of the acquisition date. Any estimated losses on acquired loans that arise after the acquisition date are reflected in a charge to the provision for loan losses on the consolidated statements of operations.

 

310-30 ALL

 

Loans accounted for under the accounting guidance provided in ASC 310-30 have been grouped into pools based on the predominant risk characteristics of purpose and/or type of loan. The timing and receipt of expected principal, interest and any other cash flows of these loans are periodically remeasured and the expected future cash flows of the collective pools are compared to the carrying value of the pools. To the extent that the expected future cash flows of each pool is less than the book value of the pool, an allowance for loan losses will be established through a charge to the provision for loan losses. If the remeasured expected future cash flows are greater than the book value of the pools, then the improvement in the expected future cash flows is accreted into interest income over

54


 

the remaining expected life of the loan pool. During the three months ended March 31, 2019 and 2018, these remeasurements resulted in overall increases in expected cash flows in certain loan pools, which, absent previous valuation allowances within the same pool, are reflected in increased accretion as well as an increased amount of accretable yield and are recognized over the expected remaining lives of the underlying loans as an adjustment to yield.

 

During the three months ended March 31, 2019 and 2018, loans accounted for under ASC 310-30 had recoupment of $16 thousand and a provision of $41 thousand, respectively.

 

Originated and Acquired ALL

 

For all originated and acquired loans, the determination of the ALL follows a process to determine the appropriate level of ALL that is designed to account for changes in credit quality and other risk factors. This process provides an ALL consisting of a specific allowance component based on certain individually evaluated loans and a general allowance component based on estimates of reserves needed for all other loans, segmented based on similar risk characteristics.

 

 Impaired loans less than $250,000 are included in the general allowance population. Impaired loans over $250,000 are subject to individual evaluation on a regular basis to determine the need, if any, to allocate a specific reserve to the impaired loan. Typically, these loans consist of commercial, commercial real estate and agriculture loans and exclude homogeneous loans such as residential real estate and consumer loans. Specific allowances are determined by collectively analyzing:

 

 

 

 

    

the borrower's resources, ability, and willingness to repay in accordance with the terms of the loan agreement;

    

the likelihood of receiving financial support from any guarantors;

    

the adequacy and present value of future cash flows, less disposal costs, of any collateral; and

    

the impact current economic conditions may have on the borrower's financial condition and liquidity or the value of the collateral.

 

In evaluating the loan portfolio for an appropriate ALL level, unimpaired loans are grouped into segments based on broad characteristics such as primary use and underlying collateral. We have identified four primary loan segments that are further stratified into eleven loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific factors affecting each loan class. Following are the loan classes within each of the four primary loan segments:

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

 

 

 

Commercial

 

commercial real estate

 

Residential real estate

 

Consumer

Commercial and industrial

 

Construction

 

Senior lien

 

Total Consumer

Owner occupied commercial real estate

 

Acquisition and development

 

Junior lien

 

 

Food and agriculture

 

Multifamily

 

 

 

 

Energy

 

Non-owner occupied

 

 

 

 

 

 

Appropriate ALL levels are determined by segment and class utilizing risk ratings, loss history, peer loss history and qualitative adjustments. The qualitative adjustments consider the following risk factors:

 

 

 

 

    

economic/external conditions;

    

loan administration, loan structure and procedures;

    

risk tolerance/experience;

    

loan growth;

    

trends;

    

concentrations; and

 

other.

 

Management derives an estimated annual loss rate adjusted for an estimated loss emergence period based on historical loss data categorized by segment and class. The loss rates are applied at the loan segment and class level. In order to address our lack of historical loss data encompassing a full economic cycle, we incorporate not only our own historical loss rates since the beginning of 2012, but we also utilize peer historical loss data, including a historical average net charge-off ratio on each loan type, relying on the Uniform Bank Performance Reports compiled by the Federal Financial Institutions Examinations Council (“FFIEC”). We may also apply a long-term estimated loss rate to pass rated credits as necessary to account for inherent risks to the portfolio. For originated

55


 

loans, we assign a slightly higher portion of our loss history, but still rely on the peer loss history to account for our limited historical data. For acquired loans, we use solely our internal loss history as those loans are more seasoned and more of the actual losses in the portfolio have been from the acquired portfolio.

 

The collective resulting ALL for originated and acquired loans is calculated as the sum of the specific reserves and the general reserves. While these amounts are calculated by individual loan or segment and class, the entire ALL is available for any loan that, in our judgment, should be charged-off.

 

During the three months ended March 31, 2019, provision for loan losses on originated and acquired loans of $1.6 million was recorded to support originated loan growth. Net charge-offs were $0.2 million, or 0.02%, annualized, and specific reserves on impaired loans totaled $1.5 million at March 31, 2019.

 

During the three months ended March 31, 2018, $0.0 originated and acquired provision for loan losses was recorded due to strong credit trends and low net charge-offs of $0.6 million, or 0.07%, annualized. Specific reserves on impaired loans totaled $1.2 million at March 31, 2018.

 

Total ALL

 

After considering the above mentioned factors, we believe that the ALL of $37.1 million is adequate to cover probable losses inherent in the loan portfolio at March 31, 2019. However, it is likely that future adjustments to the ALL will be necessary and any changes to the assumptions, circumstances or estimates used in determining the ALL could adversely affect the Company's results of operations, liquidity or financial condition.

 

The following schedules present, by class stratification, the changes in the ALL during the periods listed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

 

March 31, 2019

 

December 31, 2018

 

March 31, 2018

 

 

Originated

    

ASC

    

 

 

    

Originated

    

ASC

    

 

 

    

Originated

    

ASC

    

 

 

 

 

and acquired

 

310-30

 

 

 

 

and acquired

 

310-30

 

 

 

 

and acquired

 

310-30

 

 

 

 

 

loans

 

loans

 

Total

 

loans

 

loans

 

Total

 

loans

 

loans

 

Total

Beginning allowance for loan losses

 

$

35,461

 

$

231

 

$

35,692

 

$

33,606

 

$

207

 

$

33,813

 

$

31,193

 

$

71

 

$

31,264

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

(12)

 

 

 —

 

 

(12)

 

 

(652)

 

 

 —

 

 

(652)

 

 

(437)

 

 

 —

 

 

(437)

Commercial real estate non-owner occupied

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Residential real estate

 

 

(23)

 

 

 —

 

 

(23)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Consumer

 

 

(233)

 

 

 —

 

 

(233)

 

 

 —

 

 

 —

 

 

 —

 

 

(279)

 

 

 —

 

 

(279)

Total charge-offs

 

 

(268)

 

 

 —

 

 

(268)

 

 

(652)

 

 

 —

 

 

(652)

 

 

(716)

 

 

 —

 

 

(716)

Recoveries

 

 

97

 

 

 —

 

 

97

 

 

55

 

 

 —

 

 

55

 

 

97

 

 

 —

 

 

97

Net charge-offs

 

 

(171)

 

 

 —

 

 

(171)

 

 

(597)

 

 

 —

 

 

(597)

 

 

(619)

 

 

 —

 

 

(619)

Provision (recoupment) for loan loss

 

 

1,550

 

 

(16)

 

 

1,534

 

 

2,452

 

 

24

 

 

2,476

 

 

 —

 

 

41

 

 

41

Ending allowance for loan losses

 

$

36,840

 

$

215

 

$

37,055

 

$

35,461

 

$

231

 

$

35,692

 

$

30,574

 

$

112

 

$

30,686

Ratio of net charge-offs to average total loans during the period, respectively

 

 

0.02%

 

 

0.00%

 

 

0.02%

 

 

0.06%

 

 

0.00%

 

 

0.06%

 

 

0.07%

 

 

0.00%

 

 

0.07%

Ratio of ALL to total loans outstanding at period end, respectively

 

 

0.88%

 

 

0.34%

 

 

0.87%

 

 

0.88%

 

 

0.33%

 

 

0.87%

 

 

0.85%

 

 

0.10%

 

 

0.83%

Ratio of ALL to total non-performing loans at period end, respectively

 

 

140.02%

 

 

0.00%

 

 

140.84%

 

 

145.00%

 

 

0.00%

 

 

145.94%

 

 

129.17%

 

 

0.00%

 

 

129.65%

Total loans

 

$

4,183,414

 

$

63,527

 

$

4,246,941

 

$

4,021,429

 

$

70,879

 

$

4,092,308

 

$

3,590,025

 

$

112,309

 

$

3,702,334

Average total loans outstanding during the period

 

$

4,063,167

 

$

64,920

 

$

4,128,087

 

$

3,892,770

 

$

72,634

 

$

3,965,404

 

$

3,594,417

 

$

115,432

 

$

3,709,849

Non-performing loans

 

$

26,310

 

$

 —

 

$

26,310

 

$

24,456

 

$

 —

 

$

24,456

 

$

23,669

 

$

 —

 

$

23,669

 

The following tables present the allocation of the ALL and the percentage of the total amount of loans in each loan category listed as of the dates presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

ALL as a %

 

    

Total loans

 

    

% of total loans

    

Related ALL

    

of total ALL

Commercial

 

$

2,756,144

 

 

64.9%

 

$

28,075

 

75.8%

Commercial real estate non-owner occupied

 

 

645,954

 

 

15.2%

 

 

4,914

 

13.3%

Residential real estate

 

 

822,652

 

 

19.4%

 

 

3,718

 

10.0%

Consumer

 

 

22,191

 

 

0.5%

 

 

348

 

0.9%

Total

 

$

4,246,941

 

 

100.0%

 

$

37,055

 

100.0%

 

56


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

ALL as a %

 

    

Total loans

 

    

% of total loans

    

Related ALL

    

of total ALL

Commercial

 

$

2,644,571

 

 

64.6%

 

$

27,137

 

76.1%

Commercial real estate non-owner occupied

 

 

592,212

 

 

14.5%

 

 

4,406

 

12.3%

Residential real estate

 

 

830,815

 

 

20.3%

 

 

3,800

 

10.6%

Consumer

 

 

24,710

 

 

0.6%

 

 

349

 

1.0%

Total

 

$

4,092,308

 

 

100.0%

 

$

35,692

 

100.0%

 

 

Deposits

 

Deposits from banking clients serve as a primary funding source for our banking operations and our ability to gather and manage deposit levels is critical to our success. Deposits not only provide a low-cost funding source for our loans, but also provide a foundation for the client relationships that are critical to future loan growth. The following table presents information regarding our deposit composition at March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease)

 

March 31, 2019

 

December 31, 2018

 

Amount

 

% Change

Non-interest bearing demand deposits

$

1,172,683

 

24.9%

 

$

1,072,029

 

23.6%

 

$

100,654

    

9.4%

Interest bearing demand deposits

 

696,332

 

14.8%

 

 

688,255

 

15.2%

 

 

8,077

 

1.2%

Savings accounts

 

553,721

 

11.7%

 

 

540,481

 

11.9%

 

 

13,240

 

2.4%

Money market accounts

 

1,210,620

 

25.7%

 

 

1,154,327

 

25.5%

 

 

56,293

 

4.9%

Total transaction deposits

 

3,633,356

 

77.1%

 

 

3,455,092

 

76.2%

 

 

178,264

 

5.2%

Time deposits < $250,000

 

938,666

 

19.9%

 

 

943,201

 

20.8%

 

 

(4,535)

 

(0.5)%

Time deposits > $250,000

 

142,426

 

3.0%

 

 

137,328

 

3.0%

 

 

5,098

 

3.7%

Total time deposits

 

1,081,092

 

22.9%

 

 

1,080,529

 

23.8%

 

 

563

 

0.1%

Total deposits

$

4,714,448

 

100.0%

 

$

4,535,621

 

100.0%

 

$

178,827

 

3.9%

 

The following table shows scheduled maturities of certificates of deposit with denominations greater than or equal to $250,000 as of March 31, 2019:

 

 

 

 

 

 

    

March 31, 2019

Three months or less

 

$

20,039

Over 3 months through 6 months

 

 

21,390

Over 6 months through 12 months

 

 

38,046

Thereafter

 

 

62,951

Total time deposits > $250,000

 

$

142,426

 

Total deposits increased $178.8 million during the three months ended March 31, 2019. Non-interest bearing demand deposits increased $100.7 million, interest-bearing demand deposits increased $8.1 million, savings and money market accounts increased $69.5 million and time deposits increased $0.6 million. The mix of transaction deposits (defined as total deposits less time deposits) to total deposits improved to 77.1% at March 31, 2019, from 76.2% at December 31, 2018, due to our continued focus on developing long-term banking relationships.

 

At March 31, 2019 and December 31 2018, time deposits that were scheduled to mature within 12 months totaled $661.1 million and $685.4 million, respectively. Of the time deposits scheduled to mature within 12 months at March 31, 2019, $79.5 million were in denominations of $250,000 or more, and $581.6 million were in denominations less than $250,000.

 

Other Borrowings

 

As of March 31, 2019 and December 31, 2018, the Company sold securities under agreements to repurchase totaling $59.5 million and $66.0 million, respectively. In addition, as a member of the FHLB, the Bank has access to a line of credit and term financing from the FHLB with total available credit of $1.1 billion. The Company utilized its FHLB line of credit as a funding mechanism for originated loans. At March 31, 2019 and December 31, 2018, the Bank had $161.1 million and $234.3 million in line of credit advances from the

57


 

FHLB, respectively. The Bank’s FHLB term advances totaled $67.3 million and $67.3 million at March 31, 2019 and December 31, 2018, respectively. The term advances have fixed rates between 1.55% - 2.33%, with maturity dates of 2018 – 2020.

 

Results of Operations

 

Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities. Our results of operations are also affected by provisions for loan losses and non-interest income, such as service charges, bank card income, swap fee income, and gain on sale of mortgages, net. Our primary operating expenses, aside from interest expense, consist of salaries and benefits, occupancy costs, telecommunications data processing expense and intangible asset amortization. Any expenses related to the resolution of problem assets are also included in non-interest expense.

 

Overview of Results of Operations

 

We recorded net income of $18.9 million, or $0.60 per diluted share, during the three months ended March 31, 2019, compared to net income of $8.5 million, or $0.27 per diluted share, during the three months ended March 31, 2018. Net income during the three months ended March 31, 2018 included $6.0 million in after-tax one-time expenses related to the acquisition of Peoples. Adjusting for these items, net income would have been $14.5 million, or $0.47 per diluted share, during the three months ended March 31, 2018.

 

Net Interest Income

 

We regularly review net interest income metrics to provide us with indicators of how the various components of net interest income are performing. We regularly review: (i) our loan mix and the yield on loans; (ii) the investment portfolio and the related yields; (iii) our deposit mix and the cost of deposits; and (iv) net interest income simulations for various forecast periods.

58


 

 

The table below presents the components of net interest income on a fully taxable equivalent basis for the three months ended March 31, 2019 and 2018. The effects of trade-date accounting of investment securities for which the cash had not settled are not considered interest earning assets and are excluded from this presentation for time frames prior to their cash settlement, as are the market value adjustments on the investment securities available-for-sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the three months ended

 

 

March 31, 2019

 

March 31, 2018

 

    

Average

    

 

 

 

    

Average

    

Average

    

 

 

    

 

Average

 

 

balance

 

Interest

 

 

rate

 

balance

 

Interest

 

 

rate

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated loans FTE(1)(2)(3)

 

$

3,624,793

 

$

43,573

 

 

4.88%

 

$

2,954,865

 

 

31,454

 

 

4.32%

Acquired loans

 

 

438,374

 

 

6,254

 

 

5.79%

 

 

639,552

 

 

8,930

 

 

5.66%

ASC 310-30 loans

 

 

64,920

 

 

3,687

 

 

22.72%

 

 

115,432

 

$

5,393

 

 

18.69%

Loans held for sale

 

 

42,868

 

 

488

 

 

4.62%

 

 

54,358

 

 

566

 

 

4.22%

Investment securities available-for-sale

 

 

787,367

 

 

4,361

 

 

2.22%

 

 

935,359

 

 

4,775

 

 

2.04%

Investment securities held-to-maturity

 

 

229,401

 

 

1,651

 

 

2.88%

 

 

256,646

 

 

1,751

 

 

2.73%

Other securities

 

 

26,885

 

 

423

 

 

6.29%

 

 

16,072

 

 

244

 

 

6.07%

Interest earning deposits and securities purchased under agreements to resell

 

 

32,657

 

 

210

 

 

2.61%

 

 

168,318

 

 

741

 

 

1.79%

Total interest earning assets FTE(2)

 

$

5,247,265

 

$

60,647

 

 

4.69%

 

$

5,140,602

 

$

53,854

 

 

4.25%

Cash and due from banks

 

$

77,954

 

 

 

 

 

 

 

$

99,798

 

 

 

 

 

 

Other assets

 

 

421,615

 

 

 

 

 

 

 

 

406,903

 

 

 

 

 

 

Allowance for loan losses

 

 

(35,814)

 

 

 

 

 

 

 

 

(31,619)

 

 

 

 

 

 

Total assets

 

$

5,711,020

 

 

 

 

 

 

 

$

5,615,684

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand, savings and money market deposits

 

$

2,410,009

 

$

3,008

 

 

0.51%

 

$

2,408,387

 

$

1,844

 

 

0.31%

Time deposits

 

 

1,078,554

 

 

3,607

 

 

1.36%

 

 

1,167,302

 

 

2,790

 

 

0.97%

Securities sold under agreements to repurchase

 

 

60,589

 

 

153

 

 

1.02%

 

 

132,339

 

 

50

 

 

0.15%

Federal Home Loan Bank advances

 

 

248,779

 

 

1,486

 

 

2.42%

 

 

115,683

 

 

460

 

 

1.61%

Total interest bearing liabilities

 

$

3,797,931

 

$

8,254

 

 

0.88%

 

$

3,823,711

 

$

5,144

 

 

0.55%

Demand deposits

 

$

1,108,150

 

 

 

 

 

 

 

$

1,057,622

 

 

 

 

 

 

Other liabilities

 

 

97,107

 

 

 

 

 

 

 

 

92,076

 

 

 

 

 

 

Total liabilities

 

 

5,003,188

 

 

 

 

 

 

 

 

4,973,409

 

 

 

 

 

 

Shareholders' equity

 

 

707,832

 

 

 

 

 

 

 

 

642,275

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

5,711,020

 

 

 

 

 

 

 

$

5,615,684

 

 

 

 

 

 

Net interest income FTE(2)

 

 

 

 

$

52,393

 

 

 

 

 

 

 

$

48,710

 

 

 

Interest rate spread FTE(2)

 

 

 

 

 

 

 

 

3.81%

 

 

 

 

 

 

 

 

3.70%

Net interest earning assets

 

$

1,449,334

 

 

 

 

 

 

 

$

1,316,891

 

 

 

 

 

 

Net interest margin FTE(2)

 

 

 

 

 

 

 

 

4.05%

 

 

 

 

 

 

 

 

3.84%

Average transaction deposits

 

$

3,518,159

 

 

 

 

 

 

 

$

3,466,009

 

 

 

 

 

 

Average total deposits

 

$

4,596,713

 

 

 

 

 

 

 

$

4,633,311

 

 

 

 

 

 

Ratio of average interest earning assets to average interest bearing liabilities

 

 

138.16%

 

 

 

 

 

 

 

 

134.44%

 

 

 

 

 

 


 

 

 

(1)

    

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

    

Presented on a fully taxable equivalent basis using the statutory tax rate of 21% for the three months ended March 31, 2019 and 2018. The taxable equivalent adjustments included above are $1,227 and $1,063 for the three months ended March 31, 2019 and 2018, respectively.

(3)

    

Loan fees included in interest income totaled $1,325 and $1,789 for the three months ended March 31, 2019 and 2018, respectively.

 

Net interest income totaled $51.2 million and $47.6 million during the three months ended March 31, 2019 and 2018, respectively. Fully taxable equivalent net interest income totaled $52.4 million for the three months ended March 31, 2019, and increased $3.7 million, or 7.6%, from the three months ended March 31, 2018. The fully taxable equivalent net interest margin widened 21 basis

59


 

points to 4.05%. The yield on earning assets increased 44 basis points, led by a 56 basis point increase in the originated portfolio yields due to short-term rate increases, partially offset by an increase in the cost of funds of 33 basis points from 0.55% to 0.88%. 

 

Average loans comprised $4.1 billion, or 78.7%, of total average interest earning assets during the three months ended March 31, 2019, compared to $3.8 billion, or 73.2%, during the three months ended March 31, 2018. The increase in average loan balances was driven by a $669.9 million increase in originated loans. The originated loan portfolio yield increased to 4.88% during the three months ended March 31, 2019, compared to 4.32% during the three months ended March 31, 2018, benefitting from higher new loan yields and increases in short-term market rates. The yield on the ASC 310-30 loan portfolio was 22.72% and 18.69% during the three months ended March 31, 2019 and 2018, respectively.

 

Average investment securities comprised 19.4% and 23.2% of total interest earning assets during the three months ended March 31, 2019 and 2018, respectively. The decrease in the investment portfolio was a result of scheduled paydowns and reflects the re-mixing of the interest-earning assets as we have utilized the paydowns of the investment portfolio to fund loan originations.

 

Average balances of interest bearing liabilities decreased $25.8 million during the three months ended March 31, 2019, compared to the three months ended March 31, 2018. The decrease was driven by decreases in time deposits of $88.7 million and securities sold under agreement to repurchase of $71.8 million, partially offset by increases in FHLB advances of $133.1 million and interest bearing demand, savings and money market deposits of $1.6 million. Total interest expense related to interest bearing liabilities was $8.3 million and $5.1 million during the three months ended March 31, 2019 and 2018, respectively, at an average cost of 0.88% and 0.55% during the three months ended March 31, 2019 and 2018, respectively. Additionally, the cost of deposits increased 17 basis points to 0.58% during the three months ended March 31, 2019, compared to 0.41% during the three months ended March 31, 2018, due to higher cost of FHLB advances and savings, money market and time deposits.

 

The following table summarizes the changes in net interest income on a fully taxable equivalent basis by major category of interest earning assets and interest bearing liabilities, identifying changes related to volume and changes related to rates for the three months ended March 31, 2019 compared to the three months ended March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  March 31, 2019

 

 

compared to

 

 

Three months ended  March 31, 2018

 

 

Increase (decrease) due to

 

    

Volume

    

Rate

    

Net

Interest income:

 

 

 

 

 

 

 

 

 

Originated loans FTE(1)(2)(3)

 

$

8,053

 

$

4,066

 

$

12,119

Acquired loans

 

 

(2,870)

 

 

194

 

 

(2,676)

ASC 310-30 loans

 

 

(2,869)

 

 

1,163

 

 

(1,706)

Loans held for sale

 

 

(131)

 

 

53

 

 

(78)

Investment securities available-for-sale

 

 

(820)

 

 

406

 

 

(414)

Investment securities held-to-maturity

 

 

(196)

 

 

96

 

 

(100)

Other securities

 

 

170

 

 

 9

 

 

179

Interest earning deposits and securities purchased under agreements to resell

 

 

(872)

 

 

341

 

 

(531)

Total interest income

 

$

465

 

$

6,328

 

$

6,793

Interest expense:

 

 

 

 

 

 

 

 

 

Interest bearing demand, savings and money market deposits

 

$

 2

 

$

1,162

 

$

1,164

Time deposits

 

 

(297)

 

 

1,114

 

 

817

Securities sold under agreements to repurchase

 

 

(181)

 

 

284

 

 

103

Federal Home Loan Bank advances

 

 

795

 

 

231

 

 

1,026

Total interest expense

 

 

319

 

 

2,791

 

 

3,110

Net change in net interest income

 

$

146

 

$

3,537

 

$

3,683


 

 

 

(1)

    

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

    

Presented on a fully taxable equivalent basis using the statutory tax rate of 21% for the three months ended March 31, 2019 and 2018. The taxable equivalent adjustments included above are $1,227 and $1,063 for three months ended March 31, 2019 and 2018, respectively.

(3)

 

Loan fees included in interest income totaled $1,325 and $1,789 for the three months ended March 31, 2019 and 2018, respectively.

 

 

 

60


 

Below is a breakdown of average deposits and the average rates paid during the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

March 31, 2019

 

 

March 31, 2018

 

 

 

 

Average

 

 

 

 

 

Average

 

Average

 

rate

 

 

Average

 

rate

 

balance

    

paid

    

    

balance

    

paid

Non-interest bearing demand

$

1,108,150

    

0.00%

 

 

$

1,057,622

    

0.00%

Interest bearing demand

 

690,932

 

0.16%

 

 

 

663,159

 

0.13%

Money market accounts

 

1,170,040

 

0.71%

 

 

 

1,172,067

 

0.39%

Savings accounts

 

549,037

 

0.50%

 

 

 

573,161

 

0.36%

Time deposits

 

1,078,554

 

1.36%

 

 

 

1,167,302

 

0.97%

  Total average deposits

$

4,596,713

 

0.58%

 

 

$

4,633,311

 

0.41%

 

 

 

 

Provision for Loan Losses

 

The provision for loan losses represents the amount of expense that is necessary to bring the ALL to a level that we deem appropriate to absorb probable losses inherent in the loan portfolio as of the balance sheet date. The ALL is in addition to the remaining purchase accounting marks of $8.4 million on originated and acquired loans that were established at the time of acquisition. The determination of the ALL, and the resultant provision for loan losses, is subjective and involves significant estimates and assumptions.

 

Below is a summary of the provision for loan losses recorded in the consolidated statements of operations for the periods indicated:

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31,

 

    

2019

    

2018

(Recoupment) provision for loans accounted for under ASC 310-30

 

$

(16)

 

$

41

Provision for loan losses on originated and acquired loans

 

 

1,550

 

 

 —

Total provision for loan losses

 

$

1,534

 

$

41

 

Provision for loan losses on originated and acquired loans of $1.6 million was recorded during the first quarter of 2019 to support originated loan growth. The originated and acquired allowance for loan losses totaled 0.88% of originated and acquired loans at March 31, 2019, compared to 0.85% at March 31, 2018.

 

For the three months ended March 31, 2019 and 2018, we recorded recoupment of $16 thousand and provision of $41 thousand, respectively, for loans accounted for under ASC 310-30 in connection with our re-measurements of expected cash flows.

 

Non-Interest Income

 

The table below details the components of non-interest income for the periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31,

 

2019 vs 2018

 

 

 

 

 

 

 

 

Increase (decrease)

 

    

2019

    

2018

    

Amount

 

% Change

Service charges

 

$

4,321

 

$

4,510

 

$

(189)

 

(4.2)%

Bank card fees

 

 

3,428

 

 

3,362

 

 

66

 

2.0 %

Mortgage banking income

 

 

6,937

 

 

7,971

 

 

(1,034)

 

(13.0)%

Bank-owned life insurance income

 

 

421

 

 

452

 

 

(31)

 

(6.9)%

Other non-interest income

 

 

1,883

 

 

1,150

 

 

733

 

63.7 %

OREO related income

 

 

61

 

 

390

 

 

(329)

 

(84.4)%

Total non-interest income

 

$

17,051

 

$

17,835

 

$

(784)

 

(4.4)%

 

Non-interest income totaled $17.1 million and $17.8 million for the three months ended March 31, 2019 and 2018, respectively, decreasing $0.8 million primarily due to lower mortgage banking income and OREO related income. These decreases were partially offset by higher swap fee income included within other non-interest income.

 

61


 

 

Non-Interest Expense

 

The table below details the components of non-interest expense for the periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

2019 vs 2018

 

 

 

 

 

 

 

Increase (decrease)

 

2019

    

2018

    

Amount

 

% Change

Salaries and benefits

$

27,890

 

$

30,672

 

$

(2,782)

 

(9.1)%

Occupancy and equipment

 

6,882

 

 

7,955

 

 

(1,073)

 

(13.5)%

Telecommunications and data processing

 

2,290

 

 

4,366

 

 

(2,076)

 

(47.5)%

Marketing and business development

 

986

 

 

1,224

 

 

(238)

 

(19.4)%

FDIC deposit insurance

 

498

 

 

753

 

 

(255)

 

(33.9)%

Bank card expenses

 

810

 

 

2,136

 

 

(1,326)

 

(62.1)%

Professional fees

 

814

 

 

2,819

 

 

(2,005)

 

(71.1)%

Other non-interest expense

 

3,173

 

 

3,845

 

 

(672)

 

(17.5)%

Problem asset workout

 

1,123

 

 

781

 

 

342

 

43.8 %

(Gain) loss on OREO sales, net

 

(368)

 

 

78

 

 

(446)

 

>(100.0)%

Core deposit intangible asset amortization

 

296

 

 

653

 

 

(357)

 

(54.7)%

Total non-interest expense

$

44,394

 

$

55,282

 

$

(10,888)

 

(19.7)%

 

Non-interest expense totaled $44.4 million for the three months ended March 31, 2019, compared to $55.3 million for the three months ended March 31, 2018, representing a decrease of $10.9 million primarily driven by $7.6 million of acquisition costs during the first quarter of 2018 and efficiencies gained from the integration of the Peoples acquisition.

 

Income taxes

 

Income tax expense attributable to income before income taxes was $3.4 million for the three months ended March 31, 2019, compared to an income tax expense of $1.7 million for the three months ended March 31, 2018. The tax expense recorded for the three months ended March 31, 2019 and 2018 was lowered by an $0.8 million and $0.4 million discrete tax benefit from stock compensation activity, respectively. Without the discrete items related to stock compensation activity, the tax rate for the three months ended March 31, 2019, was 18.5% compared to 20.3% for the three months ended March 31, 2018. The effective tax rate differs from the federal statutory rate primarily due to tax benefits from stock compensation activity, interest income from tax-exempt lending, bank-owned life insurance income, and the relationship of these items to pre-tax income. The Company forecasts the full year estimated effective tax rate in accordance with ASC 740; as a result, the relationship between pre-tax income and tax-exempt income within each reporting period can create fluctuations in the effective tax rate from period-to-period.

 

Additional information regarding income taxes can be found in note 20 of our audited consolidated financial statements in our 2018 Annual Report on Form 10-K.

 

Liquidity and Capital Resources

 

Liquidity is monitored and managed to ensure that sufficient funds are available to operate our business and pay our obligations to depositors and other creditors, while providing ample available funds for opportunistic and strategic investments. On-balance sheet liquidity is represented by our cash and cash equivalents, and unencumbered investment securities, and is detailed in the table below as of March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

    

March 31, 2019

    

December 31, 2018

Cash and due from banks

 

$

104,758

 

$

109,056

Interest bearing bank deposits

 

 

500

 

 

500

Unencumbered investment securities, at fair value

 

 

505,182

 

 

573,637

Total

 

$

610,440

 

$

683,193

 

Total on-balance sheet liquidity decreased $72.8 million at March 31, 2019 compared to December 31, 2018. The decrease was due to a reduction of $68.5 million in unencumbered available-for-sale and held-to-maturity securities balances and lower cash and due from banks of $4.3 million.

 

62


 

Our primary sources of funds are deposits, securities sold under agreements to repurchase, prepayments and maturities of loans and investment securities, the sale of investment securities, and funds provided from operations. We anticipate having access to other third party funding sources, including the ability to raise funds through the issuance of shares of our common stock or other equity or equity-related securities, incurrence of debt, and federal funds purchased, that may also be a source of liquidity. We anticipate that these sources of liquidity will provide adequate funding and liquidity for at least a twelve-month period.

 

Our primary uses of funds are loan originations, investment security purchases, withdrawals of deposits, settlement of repurchase agreements, capital expenditures, operating expenses, and share repurchases. For additional information regarding our operating, investing, and financing cash flows, see our consolidated statements of cash flows in the accompanying unaudited consolidated financial statements.

 

Exclusive from the investing activities related to acquisitions, our primary investing activities are originations and pay-offs and pay downs of loans and purchases and sales of investment securities. At March 31, 2019, pledgeable investment securities represented a significant source of liquidity. Our available-for-sale investment securities are carried at fair value and our held-to-maturity securities are carried at amortized cost. Our collective investment securities portfolio totaled $1.0 billion at March 31, 2019, inclusive of pre-tax net unrealized losses of $11.5 million on the available-for-sale securities portfolio. Additionally, our held-to-maturity securities portfolio had $2.1 million of pre-tax net unrealized losses at March 31, 2019. The gross unrealized gains and losses are detailed in note 3 of our consolidated financial statements. As of March 31, 2019, our investment securities portfolio consisted primarily of mortgage-backed securities, all of which were issued or guaranteed by U.S. Government agencies or sponsored enterprises. The anticipated repayments and marketability of these securities offer substantial resources and flexibility to meet new loan demand, reinvest in the investment securities portfolio, or provide optionality for reductions in our deposit funding base.

 

At present, financing activities primarily consist of changes in deposits and repurchase agreements, and advances from the FHLB, in addition to the payment of dividends and the repurchase of our common stock. Maturing time deposits represent a potential use of funds. As of March 31, 2019, $661.1 million of time deposits were scheduled to mature within 12 months. Based on the current interest rate environment, market conditions, and our consumer banking strategy focusing on both lower cost transaction accounts and term deposits, our strategy is to replace a portion of those maturing time deposits with transaction deposits and market-rate time deposits.

 

Through our relationship with the FHLB, we have pledged qualifying loans and investment securities allowing us to obtain additional liquidity through FHLB advances and lines of credit. FHLB advances and lines of credit available totaled $1.1 billion, of which $228.4 million was used at March 31, 2019. We can obtain additional liquidity through FHLB advances if required. The Bank also has access to federal funds lines of credit with corresponding banks.

 

Under the Basel III requirements, at March 31, 2019, the Company and the Bank met all capital adequacy requirements and the Bank had regulatory capital ratios in excess of the levels established for well-capitalized institutions. For more information on regulatory capital, see note 10 in our consolidated financial statements.

 

Our shareholders' equity is impacted by earnings, changes in unrealized gains and losses on securities, net of tax, stock-based compensation activity, share repurchases and the payment of dividends.

 

The Board of Directors has authorized multiple programs to repurchase shares of the Company’s common stock from time to time either in open market or in privately negotiated transactions in accordance with applicable regulations of the SEC.

On August 5, 2016, the Company announced that its Board of Directors authorized a program to repurchase up to an additional $50.0 million of the Company’s common stock. The remaining authorization under this program as of March 31, 2019 was $12.6 million. During the three months ended March 31, 2019, we did not repurchase any shares of our common stock.

 

On May 9, 2019, our Board of Directors declared a quarterly dividend of $0.19 per common share, payable on June 14, 2019 to shareholders of record at the close of business on May 31, 2019.

 

63


 

Asset/Liability Management and Interest Rate Risk

 

Management and the Board of Directors are responsible for managing interest rate risk and employing risk management policies that monitor and limit this exposure. Interest rate risk is measured using net interest income simulations and market value of portfolio equity analyses. These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows.

 

The principal objective of the Company's asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing earnings and preserving adequate levels of liquidity and capital. The asset and liability management function is under the guidance of the Asset Liability Committee from direction of the Board of Directors. The Asset Liability Committee meets monthly to review, among other things, the sensitivity of the Company's assets and liabilities to interest rate changes, local and national market conditions and rates. The Asset Liability Committee also reviews the liquidity, capital, deposit mix, loan mix and investment positions of the Company.

 

Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows.

 

We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the market value of assets less the market value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of the future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

 

Our interest rate risk model indicated that the Company was asset sensitive in terms of interest rate sensitivity at March 31, 2019. During the three months ended March 31, 2019, we increased our asset sensitivity as a result of the balance sheet mix towards more variable rate assets, even after adjusting our models for the excess capital deployment. The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 basis point decrease in interest rates on net interest income based on the interest rate risk model at March 31, 2019 and December 31, 2018:  

 

 

 

 

 

 

Hypothetical

    

 

 

 

shift in interest

 

% change in projected net interest income

rates (in bps)

 

March 31, 2019

    

December 31, 2018

200

 

6.56%

 

5.86%

100

 

3.37%

 

2.98%

(100)

 

(5.37)%

 

(4.84)%

 

 

 

 

 

 

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that management may undertake to manage the risks in response to anticipated changes in interest rates and actual results may also differ due to any actions taken in response to the changing rates.

 

As part of the asset/liability management strategy to manage primary market risk exposures expected to be in effect in future reporting periods, management has emphasized the origination of shorter duration loans as well as variable rate loans to limit the negative exposure to a rate increase. The strategy with respect to liabilities has been to emphasize transaction accounts, particularly non-interest or low interest bearing non-maturing deposit accounts which are less sensitive to changes in interest rates. Non-maturing deposit accounts have grown $178.3 million during the three months March 31, 2019, and totaled 77.1% of total deposits at March 31, 2019 compared to 76.2% at December 31, 2018. We currently have no brokered time deposits and intend to continue to focus on our strategy of increasing non-interest or low-cost interest bearing non-maturing deposit accounts.

 

64


 

Off-Balance Sheet Activities

 

In the normal course of business, we are a party to various contractual obligations, commitments and other off-balance sheet activities that contain credit, market, and operational risk that are not required to be reflected in our consolidated financial statements. The most significant of these are the loan commitments that we enter into to meet the financing needs of clients, including commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. As of March 31, 2019 and December 31, 2018, we had loan commitments totaling $738.4 million and $773.5 million, respectively, and standby letters of credit that totaled $11.2 million and $10.6 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. We do not anticipate any material losses arising from commitments or contingent liabilities and we do not believe that there are any material commitments to extend credit that represent risks of an unusual nature. 

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information called for by this item is provided under the caption Asset/Liability Management and Interest Rate Risk in Part I, Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference.

 

Item 4. CONTROLS AND PROCEDURES

 

Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of March 31, 2019. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2019.

 

During the most recently completed fiscal quarter, there were no changes made in the Company's internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II: OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

From time to time, we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

 

Item 1A. RISK FACTORS

 

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

    

Maximum number

 

 

 

 

 

 

 

Total number of

 

(or approximate dollar

 

 

 

 

 

 

 

shares (or units)

 

value) of shares (or

 

 

Total number

 

Average

 

purchased as part of

 

units) that may yet be

 

 

of shares (or

 

price paid per

 

publicly announced

 

purchased under the

Period

 

units) purchased

 

share (or unit)

 

plans or programs

 

plans or programs (2)

January 1 - January 31, 2019(1)

 

 —

 

$

 —

 

 —

 

$

12,562,825

February 1 - February 28, 2019(1)

 

4,872

 

 

35.92

 

 —

 

 

12,562,825

March 1 - March 31, 2019(1)

 

51,331

 

 

36.00

 

 —

 

 

12,562,825

Total

 

56,203

 

$

35.99

 

 —

 

$

12,562,825


 

 

 

 

(1)

    

These shares represent shares purchased other than through publicly announced plans and were purchased pursuant to the Company’s stock incentive plans. Pursuant to the plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.

(2)

    

On August 5, 2016, the Company’s Board of Directors authorized the repurchase of up to an additional $50.0 million of common stock. Under this authorization, $12,562,825 remained available for purchase at March 31, 2019.

 

 

Item 5. OTHER INFORMATION

 

None.

 

Item 6. EXHIBITS  

 

 

 

 

3.1

    

Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed August 22, 2012)

 

 

 

3.2

 

Second Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed November 7, 2014)

 

 

 

31.1

 

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32

 

Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail

 

66


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

National Bank Holdings Corporation

 

 

 

/s/ Aldis Birkans

 

Aldis Birkans

 

Chief Financial Officer and Treasurer

 

(principal financial officer)

 

 

Date: May 9, 2019

 

 

 

 

 

 

67