10-Q 1 v421635_10q.htm FORM 10-Q

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015.

 

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 001-36595

 

C1 FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Florida   46-4241720
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
100 5th Street South   33701
St. Petersburg, Florida   (Zip Code)
(Address of principal executive offices)    

 

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 x   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x   No ¨

 

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

 

Large accelerated filer  ¨ Accelerated filer  ¨
Non-accelerated filer  x  (Do not check if a smaller reporting company) Smaller reporting company  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨   No x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨   No ¨

 

Indicate the number of shares outstanding of the issuer’s common stock, par value $1.00 per share, as of October 16, 2015: 16,100,966.

 

 

 

 

 

 

C1 FINANCIAL, INC. AND SUBSIDIARIES
INDEX

 

 

 

  Page
   
Part I Financial Information 2
Item 1.       Financial Statements 2
Unaudited Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 2
Unaudited Consolidated Statements of Income - Three and Nine Months Ended September 30, 2015 and 2014 3
Unaudited Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2015 and 2014 4
Unaudited Consolidated Statements of Changes in Stockholders’ Equity - Nine Months Ended September 30, 2015 and 2014 5
Unaudited Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2015 and 2014 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3.       Quantitative and Qualitative Disclosure About Market Risk 54
Item 4.       Controls and Procedures. 55
Part II Other Information 56
Item 1. Legal Proceedings 56
Item 1A. Risk Factors 56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 56
Item 3. Defaults Upon Senior Securities 56
Item 4. Mine Safety Disclosures 56
Item 5. Other Information 56
Item 6. Exhibits 56
Signatures 57
Exhibit Index 58

 

 

 

 

Forward-Looking Statements

 

We have made statements under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Quarterly Report on Form 10-Q that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “may,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events.

 

Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q may turn out to be inaccurate. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

There are a number of potential factors, risks and uncertainties that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including, the following:

 

·changes in general economic and financial market conditions;

 

·changes in the regulatory environment, economic conditions generally and in the financial services industry;

 

·changes in the economy affecting real estate values;

 

·our ability to achieve loan and deposit growth;

 

·projected population and income growth in our targeted market areas;

 

·volatility and direction of market interest rates and a weakening of the economy which could materially impact credit quality trends and the ability to generate loans; and

 

·those other factors and risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Registration Statement on Form S-1, No. 333-206107, declared effective by the Commission on August 13, 2015.

 

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

 

 1 

 

  

Part I
Financial Information

 

Item 1. Financial Statements

 

C1 Financial, Inc.

Consolidated Balance Sheets (Unaudited)
September 30, 2015 and December 31, 2014

(Dollars in thousands, except per share data)
(Balance Sheet data at December 31, 2014 is derived from audited financial statements)

 

   September 30, 2015   December 31, 2014 
ASSETS          
Cash and cash equivalents  $175,289   $185,703 
Time deposits in other financial institutions   247    - 
Federal Home Loan Bank stock, at cost   11,668    9,224 
Loans receivable (net of allowance of $7,932 at September 30, 2015 and $5,324 at December 31, 2014)   1,376,617    1,179,056 
Premises and equipment, net   63,613    64,075 
Other real estate owned, net   26,490    34,916 
Bank-owned life insurance (BOLI)   43,018    43,907 
Accrued interest receivable   4,269    3,490 
Core deposit intangible   754    987 
Prepaid expenses   4,778    5,243 
Other assets   5,740    10,090 
Total assets  $1,712,483   $1,536,691 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Deposits          
Noninterest bearing  $336,361   $278,543 
Interest bearing   928,019    888,959 
Total deposits   1,264,380    1,167,502 
Federal Home Loan Bank advances   242,000    178,500 
Other liabilities   6,543    4,051 
Total liabilities   1,512,923    1,350,053 
Commitments and contingencies (Note 8)          
           
Stockholders’ equity          
Common stock, par value $1.00; 100,000,000 shares authorized; 16,100,966 shares issued and outstanding at both September 30, 2015 and December 31, 2014   16,101    16,101 
Additional paid-in capital   148,122    148,122 
Retained earnings   35,337    22,415 
Accumulated other comprehensive income   -    - 
Total stockholders’ equity   199,560    186,638 
Total liabilities and stockholders’ equity  $1,712,483   $1,536,691 

 

See accompanying notes to unaudited consolidated financial statements.

 

 2 

 

 

C1 Financial, Inc.

Consolidated Income STATEMENTS

(Unaudited)
(Dollars in thousands, except per share data)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2015   2014   2015   2014 
Interest income                    
Loans, including fees  $20,340   $16,028   $56,803   $46,481 
Securities   3    2    9    59 
Federal funds sold and other   203    215    618    612 
Total interest income   20,546    16,245    57,430    47,152 
Interest expense                    
Savings and interest-bearing demand deposits   654    546    1,887    1,572 
Time deposits   795    953    2,256    2,919 
Federal Home Loan Bank advances   1,057    709    2,861    1,852 
Other borrowings   -    15    -    44 
Total interest expense   2,506    2,223    7,004    6,387 
Net interest income   18,040    14,022    50,426    40,765 
Provision (reversal of provision) for loan losses   (67)   207    1,400    4,815 
Net interest income after provision for loan losses   18,107    13,815    49,026    35,950 
Noninterest income                    
Gains on sales of securities   -    -    -    241 
Gains on sales of loans   79    775    893    2,323 
Service charges and fees   602    526    1,750    1,658 
Bargain purchase gain   -    37    -    48 
Gains on sales of other real estate owned, net   177    68    573    720 
Bank-owned life insurance   276    41    626    118 
Mortgage banking fees   -    -    -    47 
Gains (losses) on disposals of premises and equipment, net   -    (12)   2,590    (12)
Other noninterest income   980    362    1,619    1,041 
Total noninterest income   2,114    1,797    8,051    6,184 
Noninterest expense                    
Salaries and employee benefits   5,276    4,777    15,722    13,526 
Occupancy expense   1,388    1,138    3,960    3,310 
Furniture and equipment   779    673    2,275    1,954 
Regulatory assessments   349    362    1,100    1,067 
Network services and data processing   1,075    1,033    3,239    2,824 
Printing and office supplies   54    77    183    270 
Postage and delivery   78    52    242    181 
Advertising and promotion   873    812    2,752    2,634 
Other real estate owned related expense, net   468    511    1,559    1,625 
Other real estate owned – valuation allowance expense   102    45    168    609 
Amortization of intangible assets   70    117    233    412 
Professional fees   673    750    1,880    2,174 
Loan collection expenses   86    140    173    463 
Other noninterest expense   701    793    2,166    2,178 
Total noninterest expense   11,972    11,280    35,652    33,227 
Income before income taxes   8,249    4,332    21,425    8,907 
Income tax expense   3,244    1,706    8,503    3,525 
Net income  $5,005   $2,626   $12,922   $5,382 
Earnings per common share:                    
Basic  $0.31   $0.18   $0.80   $0.40 
Diluted  $0.31   $0.18   $0.80   $0.40 

 

See accompanying notes to unaudited consolidated financial statements.

 

 3 

 

 

C1 Financial, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)
(Dollars in thousands)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2015   2014   2015   2014 
Net income  $5,005   $2,626   $12,922   $5,382 
Other comprehensive income:                    
Unrealized gains/losses on available-for-sale securities:                    
Unrealized holding gains arising during the period   -    -    -    241 
Reclassification adjustments for gains included in net income*   -    -    -    (241)
Tax effect*   -    -    -    - 
Total other comprehensive income, net of tax   -    -    -    - 
Comprehensive income  $5,005   $2,626   $12,922   $5,382 

 

 

*Amounts for realized gains on available-for-sale securities are included in gains on sales of securities in the consolidated income statements. Income taxes associated with the unrealized holding gains arising during the period, net of the reclassification adjustments for gains included in net income were $0 for both the three months ended September 30, 2015 and 2014, respectively, and $0 for both the nine months ended September 30, 2015 and 2014. The amounts related to income taxes on gains included in net income are included in income tax expense in the consolidated income statements.

 

See accompanying notes to unaudited consolidated financial statements.

 

 4 

 

 

C1 Financial, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)
Nine Months Ended September 30, 2015 and 2014

(Dollars in thousands)

 

  

Common

Stock

  

Additional

Paid in

Capital

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Income (Loss)

   Total 
Balance at January 1, 2014  $12,217   $93,906   $15,691   $-   $121,814 
Issuance of common stock, net of costs of $4,653 (3,884,034 shares)   3,884    54,023    -    -    57,907 
Net income   -    -    5,382    -    5,382 
Other   -    193    -    -    193 
Other comprehensive income   -    -    -    -    - 
                          
Balance at September 30, 2014  $16,101   $148,122   $21,073   $-   $185,296 
                          
Balance at January 1, 2015  $16,101   $148,122   $22,415   $-   $186,638 
Net income   -    -    12,922    -    12,922 
Other comprehensive income   -    -    -    -    - 
                          
Balance at September 30, 2015  $16,101   $148,122   $35,337   $-   $199,560 

 

See accompanying notes to unaudited consolidated financial statements.

 

 5 

 

 

C1 Financial, Inc.

Consolidated Statements of Cash Flows

(Unaudited)
(Dollars in thousands)

 

   Nine Months Ended
September 30,
 
   2015   2014 
Cash flows from operating activities          
Net income  $12,922   $5,382 
Adjustments to reconcile net income to net cash from operating activities:          
Provision for loan losses   1,400    4,815 
Depreciation   2,543    2,076 
Net accretion of purchase accounting adjustments   (1,327)   (1,807)
Accretion of loan discount   (404)   (205)
Amortization of other intangible assets   233    411 
Increase in other real estate owned valuation allowance   168    609 
Increase in cash surrender value of BOLI   (626)   (119)
Gains on sales of securities   -    (241)
Bargain purchase gain   -    (48)
Net change in deferred income tax expense   515    40 
Gains on sales of loans   (893)   (2,323)
Gains on sales of other real estate owned, net   (573)   (720)
(Gains) losses on disposals of premises and equipment, net   (2,590)   12 
Gains on early redemption of Federal Home Loan Bank advances   (670)   - 
Net change in other assets and liabilities:          
Accrued interest receivable and other assets   3,522    (2,317)
Other liabilities   2,747    (771)
Net cash from operating activities   16,967    4,794 
Cash flows from investing activities          
Net change in time deposits in other financial institutions   (247)   - 
Loan originations, net of repayments   (206,426)   (104,302)
Proceeds from loans sold   8,401    21,954 
Proceeds from sales of other real estate owned   10,297    6,250 
Proceeds from sales, calls and maturities of securities   -    996 
Purchases of Federal Home Loan Bank stock   (4,479)   (1,958)
Proceeds from sales of Federal Home Loan Bank stock   2,035    472 
Purchases of premises and equipment   (3,939)   (8,402)
Proceeds from sales of premises and equipment   4,448    6 
Surrender of BOLI   1,457    - 
Net cash transferred in bank acquisition   -    48 
Net cash from investing activities   (188,453)   (84,936)
Cash flows from financing activities          
Net proceeds from issuance of common stock   -    57,907 
Net change in deposits   96,902    124,024 
Repayment of Federal Home Loan Bank advances   (35,830)   (6,500)
Proceeds from Federal Home Loan Bank advances   100,000    45,000 
Net cash from financing activities   161,072    220,431 
Net change in cash and cash equivalents   (10,414)   140,289 
Cash and cash equivalents at beginning of the period   185,703    143,452 
Cash and cash equivalents at end of the period  $175,289   $283,741 
Supplemental information:          
Cash paid during the period for interest  $7,127   $6,610 
Cash paid during the period for income taxes   8,752    5,171 
Non-cash items:          
Transfers from loans to other real estate owned   1,466    3,046 

 

See accompanying notes to unaudited consolidated financial statements.

 

 6 

 

 

C1 Financial, Inc.

NOTES TO Consolidated FINANCIAL Statements

(Unaudited)
September 30, 2015 and 2014

(Dollars in thousands, except per share data)

 

NOTE 1 – BASIS OF PRESENTATION

 

Nature of Operations and Principles of Consolidation: The consolidated financial statements as of and for the three and nine months ended September 30, 2015 and 2014 include C1 Financial, Inc. (“Parent Company”) and its wholly owned subsidiary, C1 Bank (the “Bank”), together referred to as “the Company”.

 

C1 Bank is a state chartered bank and is subject to the regulations of certain government agencies. The Bank provides a variety of banking services to individuals through its 31 banking centers and one loan production office located in nine counties (Pinellas, Hillsborough, Pasco, Manatee, Sarasota, Charlotte, Lee, Miami-Dade, and Orange). Its primary deposit products are checking, money market, savings, and term certificate accounts, and its primary lending products are commercial real estate loans, residential real estate loans, commercial loans, and consumer loans. Substantially all loans are secured by specific items of collateral including commercial and residential real estate, business assets and consumer assets. There are no significant concentrations of loans to any one industry or customer. However, the customers’ ability to repay their loans is dependent on real estate values and general economic conditions.

 

The consolidated financial information included herein as of and for the three and nine months ended September 30, 2015 and 2014 is unaudited. Accordingly, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. Certain account reclassifications have been made to the 2014 financial statements in order to conform to classifications used in the current year. Reclassifications had no effect on 2014 net income or stockholders’ equity. The results for the three and nine months ended September 30, 2015 are not indicative of annual results. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The December 31, 2014 consolidated balance sheet was derived from the Company’s December 31, 2014 audited Consolidated Financial Statements.

 

Earnings per share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of any potentially dilutive common stock equivalents (i.e., outstanding stock options). Earnings per common share is restated for all stock splits and stock dividends through the date of the issuance of the financial statements.

 

NOTE 2 – INITIAL PUBLIC OFFERING

 

C1 Financial, Inc. qualifies as an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). On June 2, 2014, the Company submitted a confidential draft Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”) with respect to the shares to be registered and sold. On July 11, 2014, the Company filed a public Registration Statement on Form S-1 with the SEC. On July 17, 2014, the Board of Directors of the Company approved a resolution for C1 Financial, Inc. to sell shares of common stock to the public in an initial public offering. The Registration statement was declared effective by the SEC on August 13, 2014. The Company issued 2,761,356 shares of common stock at $17 per share, which included 129,777 shares of common stock purchased by the underwriters of the offering on September 9, 2014 in connection with the partial exercise of the over-allotment option held by such underwriters. Total proceeds received by the Company, net of offering costs was $42.3 million.

 

In connection with the initial public offering, on July 17, 2014, the Board of Directors approved a 7-for-1 reverse stock split of the Company’s common stock, which was approved by the majority stockholders and became effective on August 13, 2014. The effect of the split on authorized, issued and outstanding common and preferred shares and earnings per share has been retroactively applied to all periods presented.

 

 7 

 

 

NOTE 3 – INVESTMENT SECURITIES

 

The Bank had no securities available for sale as of September 30, 2015 and December 31, 2014 due to the decision to sell all marketable securities in the Bank’s portfolio in 2013. During the second quarter of 2014, the Bank recorded gains on the sale of equity securities from an acquired bank.

 

Proceeds and gross gains and (losses) from the sales of securities available for sale for the three and nine months ended September 30, 2015 and 2014, respectively, were as follows:

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2015   2014   2015   2014 
Proceeds from sales of securities  $-   $-   $-   $996 
Gross gains  $-   $-   $-   $241 
Gross (losses)   -    -    -    - 
Net gains (losses) on sales of securities  $-   $-   $-   $241 

 

NOTE 4 – LOANS

 

The loan portfolio was as follows at September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Real estate          
Residential  $267,238   $224,416 
Commercial   791,669    723,577 
Construction   168,823    107,436 
Total real estate   1,227,730    1,055,429 
Commercial   76,940    75,360 
Consumer   85,605    57,733 
Total loans, gross   1,390,275    1,188,522 
Less:          
Net deferred loan fees   (5,726)   (4,142)
Allowance for loan losses   (7,932)   (5,324)
Total loans, net  $1,376,617   $1,179,056 

 

The Bank has divided the loan portfolio into various portfolio segments, each with different risk characteristics and methodologies for assessing risk. The portfolio segments identified are as follows:

 

Residential real estate loans are typically secured by 1-4 family residential properties located mostly in Florida and are underwritten in accordance with policies set forth and approved by the Board of Directors, including repayment capacity and source, value of the underlying property, credit history and stability.

 

Repayment of residential real estate loans is primarily dependent upon the personal income or business income generated by the secured rental property of the borrowers (in the case of investment properties), which can be impacted by the economic conditions in their market area or, in the case of loans to foreign borrowers, their country of origin from which their source of income originates.

 

 8 

 

 

Commercial real estate loans are typically segmented into classes such as office buildings and condominiums, retail buildings and shopping centers, warehouse and other. Commercial real estate loans are secured by the subject property and are underwritten based upon standards set forth in the Bank’s policies approved by the Board of Directors. Such standards include, among other factors, loan to value limits, cash flow and debt service coverage, and general creditworthiness of the obligors.

 

Construction loans to borrowers are extended for the purpose of financing the construction of owner occupied and nonowner occupied properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Construction loan funds are disbursed periodically based on the percentage of construction completed.

 

Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. When possible, commercial loans are secured by real estate. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, collateral is taken as a security interest in any available real estate, equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets.

 

Consumer loans are extended for various purposes. This segment also includes home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower, the purpose of the credit, and the primary and secondary sources of repayment.

 

The following tables present the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2015 and 2014:

 

Three Months Ended September 30,
2015
 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Allowance for loan losses:                              
Beginning balance  $1,319   $4,477   $800   $530   $549   $7,675 
                               
Loans charged-off   (50)   (2)   -    (1)   (41)   (94)
Recoveries   76    41    136    105    60    418 
Net recoveries   26    39    136    104    19    324 
                               
Provision (reversal of provision) for loan losses   169    (130)   90    (163)   (33)   (67)
Ending balance  $1,514   $4,386   $1,026   $471   $535   $7,932 

 

Three Months Ended September 30,
2014
 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Allowance for loan losses:                              
Beginning balance  $741   $2,653   $280   $647   $272   $4,593 
                               
Loans charged-off   (126)   (1)   -    (9)   (21)   (157)
Recoveries   527    37    31    183    20    798 
Net (charge-offs) recoveries   401    36    31    174    (1)   641 
                               
Provision (reversal of provision) for loan losses   (334)   660    88    (226)   19    207 
Ending balance  $808   $3,349   $399   $595   $290   $5,441 

 

 9 

 

 

The following tables present the activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2015 and 2014:

 

Nine Months Ended September 30,
2015
 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Allowance for loan losses:                              
Beginning balance  $820   $3,423   $416   $373   $292   $5,324 
                               
Loans charged-off   (50)   (3)   -    (67)   (47)   (167)
Recoveries   298    186    228    550    113    1,375 
Net recoveries   248    183    228    483    66    1,208 
                               
Provision (reversal of provision) for loan losses   446    780    382    (385)   177    1,400 
Ending balance  $1,514   $4,386   $1,026   $471   $535   $7,932 

 

Nine Months Ended September 30,
2014
 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Allowance for loan losses:                              
Beginning balance  $439   $1,860   $241   $537   $335   $3,412 
                               
Loans charged-off   (224)   (205)   -    (4,055)   (259)   (4,743)
Recoveries   964    266    334    358    35    1,957 
Net (charge-offs) recoveries   740    61    334    (3,697)   (224)   (2,786)
                               
Provision (reversal of provision) for loan losses   (371)   1,428    (176)   3,755    179    4,815 
Ending balance  $808   $3,349   $399   $595   $290   $5,441 

 

On June 30, 2014, the Bank charged-off in-full its only loan under the shared national credit program in the amount of $4.0 million. The Bank deemed the loan to be uncollectible in June 2014 and the full loan was charged off as the Bank believed that cash flow to repay the loan was collateral-dependent and other sources of repayment were no more than nominal. The value of the collateral, in this case closely held stock, was determined to be uncertain. Subsequently, the Bank collected $147 thousand of recoveries during the third quarter of 2014 and $393 thousand during the second quarter of 2015.

 

 10 

 

 

The following table provides the allocation of the allowance for loan losses by portfolio segment at September 30, 2015:

 

September 30, 2015 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Specific Reserves:                              
Impaired Loans  $142   $230   $125   $50   $-   $547 
Purchased credit impaired loans   32    17    4    -    -    53 
Total Specific Reserves   174    247    129    50    -    600 
General Reserves   1,340    4,139    897    421    535    7,332 
Total  $1,514   $4,386   $1,026   $471   $535   $7,932 
                               
Loans:                              
Individually evaluated for impairment  $1,481   $5,051   $177   $600   $1   $7,310 
Purchased credit impaired loans   5,634    17,971    1,175    779    63    25,622 
Collectively evaluated for impairment   260,123    768,647    167,471    75,561    85,541    1,357,343 
Total ending loans balance  $267,238   $791,669   $168,823   $76,940   $85,605   $1,390,275 

 

The following table provides the allocation of the allowance for loan losses by portfolio segment at December 31, 2014:

 

December 31, 2014 

Residential

Real Estate

  

Commercial

Real Estate

   Construction   Commercial   Consumer   Total 
Specific Reserves:                              
Impaired Loans  $107   $339   $-   $68   $-   $514 
Purchased credit impaired loans   46    37    8    -    1    92 
Total Specific Reserves   153    376    8    68    1    606 
General Reserves   667    3,047    408    305    291    4,718 
Total  $820   $3,423   $416   $373   $292   $5,324 
                               
Loans:                              
Individually evaluated for impairment  $1,813   $5,395   $230   $1,013   $104   $8,555 
Purchased credit impaired loans   6,580    19,360    1,480    687    66    28,173 
Collectively evaluated for impairment   216,023    698,822    105,726    73,660    57,563    1,151,794 
Total ending loans balance  $224,416   $723,577   $107,436   $75,360   $57,733   $1,188,522 

 

 11 

 

 

The following table presents loans individually evaluated for impairment by portfolio segment as of September 30, 2015 and December 31, 2014. The difference between the unpaid principal balance and the recorded investment is the amount of partial charge-offs that have been taken.

 

   September 30, 2015   December 31, 2014 
  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance for

Loan Losses

Allocated

  

Unpaid

Principal

Balance

  

Recorded

Investment

  

Allowance for

Loan Losses

Allocated

 
                         
With no related allowance recorded:                              
Residential real estate  $1,110   $1,023   $-   $1,643   $1,464   $- 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   4,185    3,926    -    4,346    4,000    - 
Nonowner occupied   -    -    -    608    553    - 
Secured by farmland   185    143    -    185    143    - 
Construction   -    -    -    280    230    - 
Commercial   666    479    -    1,007    777    - 
Consumer   1    1    -    169    104    - 
With allowance recorded:                              
Residential real estate   484    458    142    364    349    107 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   1,043    982    230    776    699    339 
Nonowner occupied   -    -    -    -    -    - 
Secured by farmland   -    -    -    -    -    - 
Construction   177    177    125    -    -    - 
Commercial   146    121    50    314    236    68 
Consumer   -    -    -    -    -    - 
                               
Total  $7,997   $7,310   $547   $9,692   $8,555   $514 

 

 12 

 

 

Average impaired loans and related interest income for the three months ended September 30, 2015 and 2014 were as follows:

 

   Three Months Ended September 30, 2015   Three Months Ended September 30, 2014 
  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Cash Basis

Interest

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Cash Basis

Interest

Recognized

 
With no related allowance recorded:                              
Residential real estate  $1,036   $-   $-   $1,014   $-   $- 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   4,027    -    -    1,404    -    - 
Nonowner occupied   -    -    -    784    -    - 
Secured by farmland   143    -    -    1,275    9    - 
Construction   -    -    -    -    -    - 
Commercial   484    -    -    241    1    - 
Consumer   1    -    -    27    -    - 
With allowance recorded:                              
Residential real estate   460    -    -    662    -    - 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   983    4    -    3,569    -    - 
Nonowner occupied   -    -    -    -    -    - 
Secured by farmland   -    -    -    -    -    - 
Construction   177    -    -    89    -    - 
Commercial   126    2    -    871    3    - 
Consumer   -    -    -    116    -    - 
                               
Total  $7,437   $6   $-   $10,052   $13   $- 

 

 13 

 

 

Average impaired loans and related interest income for the nine months ended September 30, 2015 and 2014 were as follows:

 

   Nine Months Ended September 30, 2015   Nine Months Ended September 30, 2014 
   Average
Recorded
Investment
   Interest
Income
Recognized
   Cash Basis
Interest
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
   Cash Basis
Interest
Recognized
 
With no related allowance recorded:                              
Residential real estate  $1,185   $4   $-   $884   $5   $- 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   3,967    2    -    2,339    13    - 
Nonowner occupied   361    -    -    774    1    - 
Secured by farmland   143    -    -    1,701    17    - 
Construction   43    -    -    3    -    - 
Commercial   630    1    -    260    7    - 
Consumer   1    -    -    45    -    - 
With allowance recorded:                              
Residential real estate   552    -    -    531    6    - 
Commercial real estate                              
Multifamily   -    -    -    -    -    - 
Owner occupied   887    12    -    2,022    17    - 
Nonowner occupied   -    -    -    102    -    - 
Secured by farmland   -    -    -    -    -    - 
Construction   77    -    -    -    -    - 
Commercial   182    5    -    833    10    - 
Consumer   27    -    -    116    -    - 
                               
Total  $8,055   $24   $-   $9,610   $76   $- 

 

 14 

 

 

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
   Nonaccrual  

Loans Past Due Over

90 Days Still
Accruing

   Nonaccrual   Loans Past Due Over
90 Days Still
Accruing
 
Residential real estate  $3,004   $-   $4,168   $- 
Commercial real estate   12,486    -    14,582    - 
Construction   177    -    449    - 
Commercial   1,106    -    1,591    - 
Consumer   1    -    104    - 
Total  $16,774   $-   $20,894   $- 

 

The reported amounts as of September 30, 2015 and December 31, 2014 include nonaccrual purchased credit impaired loans of $10,072 and $12,980, respectively. Purchased credit impaired loans are placed on nonaccrual and accounted for under the cost recovery method when repayment is expected through foreclosure or repossession of the collateral, and the timing of foreclosure or repossession cannot be estimated with reasonable certainty. These loans are measured for impairment under the Bank’s policy for measuring impairment on collateral dependent impaired loans that were originated by the Bank and included in impaired loans if there is a subsequent decline in the value of the collateral.

 

 15 

 

 

The following table presents the aging of the recorded investment in past due loans as of September 30, 2015:

 

September 30, 2015  30 - 59
Days Past
Due
   60 - 89
Days Past
Due
   Greater than
89 Days Past
Due
   Total Past
Due
   Loans Not Past
Due
   Total 
Residential real estate  $477   $684   $3,004   $4,165   $263,073   $267,238 
Commercial real estate                              
Multifamily   -    -    -    -    31,736    31,736 
Owner occupied   1,132    310    9,297    10,739    233,651    244,390 
Nonowner occupied   2,960    -    3,046    6,006    456,178    462,184 
Secured by farmland   17,273    -    143    17,416    35,943    53,359 
Construction   -    -    177    177    168,646    168,823 
Commercial   -    96    1,106    1,202    75,738    76,940 
Consumer   156    27    1    184    85,421    85,605 
Total  $21,998   $1,117   $16,774   $39,889   $1,350,386   $1,390,275 

 

The increase in 30-59 days past due related to a commercial real estate loan secured by Brazilian farmland with a recorded investment of $17,273.

 

The following table presents the aging of the recorded investment in past due loans as of December 31, 2014:

 

December 31, 2014  30 – 59
Days Past
Due
   60 – 89
Days Past
Due
   Greater than
89 Days Past
Due
   Total Past
Due
   Loans Not Past
Due
   Total 
Residential real estate  $1,256   $165   $4,168   $5,589   $218,827   $224,416 
Commercial real estate                              
Multifamily   356    -    -    356    32,545    32,901 
Owner occupied   1,829    -    10,261    12,090    219,146    231,236 
Nonowner occupied   2,593    -    4,178    6,771    392,831    399,602 
Secured by farmland   -    -    143    143    59,695    59,838 
Construction   85    -    449    534    106,902    107,436 
Commercial   550    -    1,591    2,141    73,219    75,360 
Consumer   49    48    104    201    57,532    57,733 
Total  $6,718   $213   $20,894   $27,825   $1,160,697   $1,188,522 

 

 16 

 

 

Troubled Debt Restructurings:

 

The following tables summarize troubled debt restructurings that were performing in accordance with the restructured terms at September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
   Number of Loans   Recorded Investment   Number of Loans   Recorded Investment 
Residential real estate   -   $-    -   $- 
Commercial real estate                    
Multifamily   -    -    -    - 
Owner occupied   1    518    1    532 
Nonowner occupied   1    369    1    374 
Secured by farmland   -    -    -    - 
Construction   -    -    -    - 
Commercial   -    -    -    - 
Consumer   1    74    -    - 
Total   3   $961    2   $906 

 

As of September 30, 2015 and December 31, 2014, the Bank had no nonaccruing troubled debt restructurings and was not committed to lend any additional amounts to customers with outstanding loans that were classified as troubled debt restructurings.

 

There was one loan (a consumer loan with a recorded investment of $74) modified as a troubled debt restructuring during the nine months ended September 30, 2015. There were no loans modified as troubled debt restructurings during the nine months ended September 30, 2014.

 

There were no troubled debt restructurings that defaulted during the nine months ended September 30, 2015 and 2014. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

 

Credit Quality Indicators:

 

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis is performed at least annually. The Bank uses the following definitions for risk ratings:

 

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

 

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

 

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

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans not meeting the criteria above include homogeneous loans, which include residential real estate and consumer loans. The credit quality indicators used for loans not meeting the criteria above are payment status and historical payment experience. As of September 30, 2015 and December 31, 2014, loans by risk category were as follows:

 

 17 

 

  

September 30, 2015  Pass   Special
Mention
   Substandard   Doubtful   Total 
Residential real estate  $259,152   $2,548   $5,538   $-   $267,238 
Commercial real estate                         
Multifamily   31,736    -    -    -    31,736 
Owner occupied   221,350    9,925    13,115    -    244,390 
Nonowner occupied   453,573    5,565    3,046    -    462,184 
Secured by farmland   52,800    416    143    -    53,359 
Construction   167,210    893    720    -    168,823 
Commercial   75,207    353    1,380    -    76,940 
Consumer   85,455    149    1    -    85,605 
                          
Total  $1,346,483   $19,849   $23,943   $-   $1,390,275 

 

December 31, 2014  Pass   Special
Mention
   Substandard   Doubtful   Total 
Residential real estate  $215,998   $2,405   $6,013   $-   $224,416 
Commercial real estate                         
Multifamily   32,667    234    -    -    32,901 
Owner occupied   205,078    11,059    15,099    -    231,236 
Nonowner occupied   389,430    5,994    4,178    -    399,602 
Secured by farmland   59,022    673    143    -    59,838 
Construction   105,027    1,357    1,052    -    107,436 
Commercial   73,321    311    1,728    -    75,360 
Consumer   57,568    61    104    -    57,733 
                          
Total  $1,138,111   $22,094   $28,317   $-   $1,188,522 

 

The Bank acquired loans through the acquisitions of First Community Bank of America, The Palm Bank and First Community Bank of Southwest Florida for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of these purchased credit impaired loans at September 30, 2015 and December 31, 2014 was approximately $25,569 and $28,081, respectively.

 

The Bank maintained an allowance for loan losses of $53 and $92 at September 30, 2015 and December 31, 2014, respectively, for loans acquired with deteriorated quality. During the three months ended September 30, 2015 and 2014, the Bank accreted $139 and $105, respectively, into interest income on these loans. During the nine months ended September 30, 2015 and 2014, the Bank accreted $416 and $356, respectively, into interest income on these loans. The remaining accretable discount was $2,005 at September 30, 2015. The Bank did not transfer any nonaccretable discount on these loans during the periods presented.

 

 18 

 

 

NOTE 5 – FAIR VALUES

 

Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels that may be used to measure fair value:

 

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

 

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

 

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

 

The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations. The fair value of investment securities available for sale is considered a Level 2 in the fair value hierarchy and is measured on a recurring basis.

 

The Company had no other assets or liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014.

 

The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. For the commercial real estate impaired loans and other real estate owned, appraisers may use either a single valuation approach or a combination of approaches such as comparative sales, cost or the income approach. A significant unobservable input in the income approach is the estimated income capitalization rate for a given piece of collateral. At September 30, 2015 and December 31, 2014, the range of capitalization rates utilized to determine the fair value of the underlying collateral ranged from 8.0% to 12.0%. Adjustments to comparable sales may be made by the appraiser to reflect local market conditions or other economic factors and may result in changes in the fair value of a given asset over time. As such, the fair values of impaired loans and other real estate owned are considered a Level 3 in the fair value hierarchy and are measured on a nonrecurring basis.

 

The following tables present assets reported on the balance sheet at their fair value by level within the fair value hierarchy as of September 30, 2015 and December 31, 2014. As required by Accounting Standards Codification (“ASC”) 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

 19 

 

 

The fair value of assets measured on a nonrecurring basis was as follows at September 30, 2015:

 

  September 30, 2015 Using:
  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
 Observable Inputs
(Level 2)
  Significant
Unobservable
Inputs (Level 3)
Fair Value Measured on a Nonrecurring Basis:            
Impaired Loans           
Residential real estate  $-   $-   $316 
Commercial real estate   -    -    752 
Construction   -    -    52 
Commercial   -    -    71 
Consumer   -    -    - 
Total Impaired Loans   -    -    1,191 
Other real estate owned               
Residential   -    -    1,194 
Commercial   -    -    10,615 
Total other real estate owned   -    -    11,809 
Total  $-   $-   $13,000 

 

Impaired loans, which had a specific allowance for loan losses allocated, had a fair value of $1,191 (recorded investment of $1,738 with a valuation allowance of $547) at September 30, 2015, which reflected a provision for loan losses of $4 and $37 for the three and nine months ended September 30, 2015, respectively.

 

Other real estate owned, which is measured at fair value less costs to sell, had a net carrying amount of $11,809 (recorded investment of $14,719, net of a valuation allowance of $2,910) at September 30, 2015, which reflected write-downs of $102 and $168 for the three and nine months ended September 30, 2015, respectively.

 

The fair value of assets measured on a nonrecurring basis was as follows at December 31, 2014:

 

  December 31, 2014 Using:
  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
 Observable Inputs
(Level 2)
  Significant
Unobservable
Inputs (Level 3)
Fair Value Measured on a Nonrecurring Basis:               
Impaired Loans               
Residential real estate  $-   $-   $242 
Commercial real estate   -    -    360 
Construction   -    -    - 
Commercial   -    -    168 
Consumer   -    -    - 
Total Impaired Loans   -    -    770 
Other real estate owned               
Residential   -    -    2,337 
Commercial   -    -    12,867 
Total other real estate owned   -    -    15,204 
Total  $-   $-   $15,974 

 

Impaired loans, which had a specific allowance for loan losses allocated, had a fair value of $770 (recorded investment of $1,284 with a valuation allowance of $514) at December 31, 2014, which reflected a provision for loan losses of $292 for the year ended December 31, 2014.

 

Other real estate owned had a net carrying amount of $15,204 (recorded investment of $20,054, net of a valuation allowance of $4,850) at December 31, 2014, which reflected write-downs of $3,242 for the year ended December 31, 2014.

 

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate that value. These financial assets and liabilities are reported in the Company’s consolidated balance sheets at their carrying amounts. Fair value methods and assumptions are periodically evaluated by the Company.

 

 20 

 

 

Cash and cash equivalents – For these short-term highly liquid instruments, the carrying amount is a reasonable estimate of fair value.

 

Investment securities – Fair values for investment securities, excluding Federal Home Loan Bank stock, are discussed above. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability.

 

Loans – The fair value measurement of certain impaired loans is discussed above. For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for all other loans are estimated using discounted cash flow analyses, using the interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. An overall valuation adjustment was made for specific credit risks as well as general portfolio credit risk. The methods utilized to estimate the fair value do not necessarily represent an exit price.

 

Accrued interest receivable and payable – The carrying amount of accrued interest receivable and payable approximates fair value due to the short-term nature of these financial instruments.

 

Deposits – The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable upon demand at September 30, 2015 and December 31, 2014, resulting in a Level 1 classification in the fair value hierarchy. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities, resulting in a Level 2 classification in the fair value hierarchy.

 

Short-term borrowings – Rates currently available to the Company for borrowings with similar terms and remaining maturities are used to estimate the fair value of existing borrowings by discounting future cash flows.

 

Long-term debt – Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt by discounting future cash flows.

 

Commitments to extend credit and standby letters of credit – The value of the unrecognized financial instruments is estimated based on the related deferred fee income associated with the commitments, which is not material to the Company's financial statements at September 30, 2015 and December 31, 2014.

 

The estimated fair values of the Bank's financial assets and liabilities at September 30, 2015 and December 31, 2014 approximated as follows:

 

       Fair Value Measurement at
September 30, 2015 Using:
 
   Carrying
amount
   (Level 1)   (Level 2)   (Level 3) 
Financial assets                    
Cash and cash equivalents  $175,289   $175,289   $-   $- 
Loans, net   1,376,617    -    -    1,385,827 
Accrued interest receivable   4,269    -    -    4,269 
Financial liabilities                    
Deposits  $1,264,380   $997,794   $268,650   $- 
Federal Home Loan Bank advances   242,000    -    245,823    - 
Accrued interest payable   190    -    190    - 

 

 21 

 

  

       Fair Value Measurement at
December 31, 2014 Using:
 
   Carrying
amount
   (Level 1)   (Level 2)   (Level 3) 
Financial assets                    
Cash and cash equivalents  $185,703   $185,703   $-   $- 
Loans, net   1,179,056    -    -    1,177,725 
Accrued interest receivable   3,490    -    -    3,490 
Financial liabilities                    
Deposits  $1,167,502   $854,246   $314,201   $- 
Federal Home Loan Bank advances   178,500    -    178,162    - 
Accrued interest payable   235    -    235    - 

 

NOTE 6 – EARNINGS PER COMMON SHARE

 

Basic earnings per common share is net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share includes the effect of any potentially dilutive common stock equivalents (i.e., outstanding stock options). There were no antidilutive common stock equivalents during the periods presented.

 

The following table provides information on the calculation of earnings per common share for the three and nine months ended September 30, 2015 and 2014, respectively:

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2015   2014   2015   2014 
Basic                    
Net Income  $5,005   $2,626   $12,922   $5,382 
                     
Weighted average shares of common stock outstanding   16,100,966    14,572,140    16,100,966    13,442,318 
                     
Basic earnings per common share  $0.31   $0.18   $0.80   $0.40 
                     
Diluted                    
Net Income  $5,005   $2,626   $12,922   $5,382 
                     
Weighted average shares of common stock outstanding   16,100,966    14,572,140    16,100,966    13,442,318 
                     
Add: Dilutive effect of common stock equivalents   -    -    -    - 
                     
Average shares and dilutive potential common shares   16,100,966    14,572,140    16,100,966    13,442,318 
                     
Diluted earnings per common share  $0.31   $0.18   $0.80   $0.40 

 

 22 

 

 

NOTE 7 – REGULATORY MATTERS

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies, including the Bank’s primary federal regulator, the Federal Deposit Insurance Corporation (FDIC). Failure to meet the minimum regulatory capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators, which if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined), or leverage ratio. Beginning in 2015, Interim Final Basel III rules require the Bank to maintain minimum amounts and ratios of common equity Tier I capital (as defined in the regulations) to risk-weighted assets (as defined). Additionally under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. For December 31, 2014, regulatory capital ratios were calculated under Basel I rules.

 

To be categorized as well capitalized, the Bank must maintain minimum Total risk-based, Tier I risk-based, common equity Tier I risk-based (2015) and Tier I leverage ratios as set forth in the table below. As of September 30, 2015 and December 31, 2014, the Bank met all capital adequacy requirements to be considered well capitalized. There were no conditions or events since the end of the third quarter of 2015 that management believes have changed the Bank’s classification as well capitalized. There is no threshold for well-capitalized status for bank holding companies.

 

Certain of our activities are restricted due to commitments entered into with the Federal Reserve by us and certain of our foreign national controlling stockholders, including but not limited to being prohibited from incurring additional debt to any third party without prior approval from the Federal Reserve.

 

The Company’s and Bank's actual and required capital ratios as of September 30, 2015 and December 31, 2014 were as follows:

 

   Actual   Required for Capital
Adequacy Purposes
   Well Capitalized Under
Prompt Corrective Action
Provision
 
September 30, 2015  Amount   Ratio   Amount   Ratio   Amount   Ratio 
Total capital to risk-weighted assets                              
C1 Financial, Inc.  $206,885    14.04%  $117,851    8.00%  $N/A    N/A 
C1 Bank   206,203    14.00%   117,843    8.00%   147,304    10.00%
Tier 1 capital to risk-weighted assets                              
C1 Financial, Inc.   198,953    13.51%   88,388    6.00%   N/A    N/A 
C1 Bank   198,271    13.46%   88,383    6.00%   117,843    8.00%
Common equity tier 1 capital to risk-weighted assets                              
C1 Financial, Inc.   198,953    13.51%   66,291    4.50%   N/A    N/A 
C1 Bank   198,271    13.46%   66,287    4.50%   95,748    6.50%
Tier 1 capital to average assets                              
C1 Financial, Inc.   198,953    11.79%   67,492    4.00%   N/A    N/A 
C1 Bank   198,271    11.75%   67,488    4.00%   84,360    5.00%

 

 23 

 

 

   Actual   Required for Capital
Adequacy Purposes
   Well Capitalized Under
Prompt Corrective Action
Provision
 
December 31, 2014  Amount    Ratio   Amount   Ratio   Amount   Ratio 
Total capital to risk-weighted assets                              
C1 Financial, Inc.  $190,712    14.74%  $103,532    8.00%  $ N/A    N/A 
C1 Bank   190,019    14.68%   103,523    8.00%   129,404    10.00%
Tier 1 capital to risk-weighted assets                              
C1 Financial, Inc.   185,388    14.33%   51,766    4.00%   N/A    N/A 
C1 Bank   184,695    14.27%   51,762    4.00%   77,642    6.00%
Tier 1 capital to average assets                              
C1 Financial, Inc.   185,388    11.95%   62,049    4.00%   N/A    N/A 
C1 Bank   184,695    11.91%   62,045    4.00%   77,556    5.00%

  

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The financial statements do not reflect various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities are commitments to extend credit and standby letters of credit. A summary of these commitments and contingent liabilities is as follows:

 

September 30, 2015  Fixed   Variable   Total 
Unused lines of credit  $4,976   $34,510   $39,486 
Standby letters of credit   2,189    182    2,371 
Commitments to fund loans   14,582    153,950    168,532 
Total  $21,747   $188,642   $210,389 

 

December 31, 2014  Fixed   Variable   Total 
Unused lines of credit  $3,549   $36,081   $39,630 
Standby letters of credit   1,358    182    1,540 
Commitments to fund loans   22,986    124,893    147,879 
Total  $27,893   $161,156   $189,049 

 

 24 

 

  

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following is management’s discussion and analysis of certain significant factors that have affected our financial condition and operating results during the periods included in the accompanying consolidated financial statements, and should be read in conjunction with such financial statements. The following discussion pertains to our historical results on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the subsidiary level.

 

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

 

Overview

 

Our name expresses our ideals to put our Clients 1st and our Community 1st. We are focused on serving the needs of entrepreneurs, tailoring a wide range of relationship banking services to entrepreneurs and their families, including commercial loans and a full line of depository products. We are based in St. Petersburg, Florida and operate from 31 banking centers and one loan production office on the West Coast of Florida and in Miami-Dade and Orange Counties. As of December 31, 2014, we were the 18th largest bank headquartered in the state of Florida by assets and the 16th largest by equity, having grown both organically and through acquisitions, and we were the sixth fastest-growing bank in the country as measured by asset growth for the five-year period ending June 30, 2014.

 

In April 2015, we opened a branch in Doral, our 31st banking center and fourth in Miami-Dade County. This opening will strengthen our presence in Miami-Dade County and allow us to continue to serve our clients and expand our reach.

 

We generate most of our revenue from interest on loans. Our primary source of funding for our loans is deposits. Our largest expenses are interest on those deposits and salaries plus related employee benefits. We measure our performance through our net interest margin, return on average assets, and return on average common equity, while maintaining appropriate regulatory leverage and risk-based capital ratios.

 

Our common stock is listed on the New York Stock Exchange under the symbol “BNK”.

 

Overview of Recent Financial Performance and Trends

 

Our financial performance reflects improvements in economic conditions in the areas in which we operate across Florida, the acquisitions we have completed, our progress in restructuring the acquired banks and disposing of classified assets, the implementation of our banking strategy and other general economic and competitive trends in our markets.

 

Our net interest income was $18.0 million and $14.0 million in the three-month periods ended September 30, 2015 and September 30, 2014, respectively. In the three-month periods ended September 30, 2015 and September 30, 2014, our net income of $5.0 million and $2.6 million, respectively, represented a return on average assets, or ROAA, of 1.18% and 0.70%, respectively, and a return on average equity, or ROAE, of 10.02% and 6.47%, respectively. Our ratio of average equity to average assets in the three-month periods ended September 30, 2015 and September 30, 2014 was 11.75% and 10.77%, respectively.

 

Our net interest income was $50.4 million and $40.8 million in the nine-month periods ended September 30, 2015 and September 30, 2014, respectively. In the nine-month periods ended September 30, 2015 and September 30, 2014, our net income of $12.9 million and $5.4 million, respectively, represented an ROAA of 1.06% and 0.50%, respectively, and an ROAE of 8.94% and 5.03%, respectively. Our ratio of average equity to average assets in the nine-month periods ended September 30, 2015 and September 30, 2014 was 11.88% and 9.99%, respectively.

 

On June 30, 2014, the Bank charged-off in-full its only loan under the shared national credit program in the amount of $4.0 million. The Bank deemed the loan to be uncollectible in June 2014 and the full loan was charged off as the Bank believed that cash flow to repay the loan was collateral-dependent and other sources of repayment were no more than nominal. The value of the collateral, in this case closely held stock, was determined to be uncertain. Subsequently, the Bank collected $147 thousand of recoveries during the third quarter of 2014 and $393 thousand during the second quarter of 2015.

 

 25 

 

 

Our assets totaled $1.712 billion and $1.537 billion as of September 30, 2015 and December 31, 2014, respectively. Loans receivable, net, as of September 30, 2015 and December 31, 2014 were $1.377 billion and $1.179 billion, respectively. Total deposits were $1.264 billion and $1.168 billion as of September 30, 2015 and December 31, 2014, respectively.

 

On July 17, 2014, the Board of Directors of the Company approved a resolution for C1 Financial, Inc. to sell shares of common stock to the public in an initial public offering. On June 2, 2014, the Company submitted a confidential draft Registration Statement on Form S-1 with the SEC with respect to the shares to be registered and sold. On July 11, 2014, the Company filed a public Registration Statement on Form S-1 with the SEC. The Registration statement was declared effective by the SEC on August 13, 2014. The Company issued 2,761,356 shares of common stock at $17 per share, which included 129,777 shares of common stock purchased by the underwriters of the offering, on September 9, 2014 in connection with the partial exercise of the over-allotment option held by such underwriters. Total proceeds received by the Company, net of offering costs, was approximately $42.3 million.

 

In connection with the initial public offering, on July 17, 2014, the Board of Directors approved a 7-for-1 reverse stock split of the Company’s common stock, which was approved by the majority shareholders and became effective on August 13, 2014. The effect of the split on authorized, issued and outstanding common and preferred shares and income per share has been retroactively applied to all periods presented.

 

Critical Accounting Policies and Estimates

 

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, our management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The allowance for loan losses, fair value of other real estate owned, purchased credit impaired, or PCI, loans, deferred tax assets and fair values of financial instruments are particularly subject to change.

 

Allowance for Loan Losses

 

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required for each loan portfolio segment using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

 

A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

 

All substandard commercial, commercial real estate and construction loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, may be collectively evaluated for impairment, and accordingly, not separately identified for impairment disclosures.

 

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral-dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, we determine the amount of valuation allowance in accordance with the accounting policy for the allowance for loan losses.

 

 26 

 

 

The general component of our allowance analysis covers nonimpaired loans and is based on our historical loss experience over the past two years as adjusted for certain current factors described in the paragraph below. As of September 30, 2015, approximately 21% of our loan portfolio consisted of loans underwritten by different credit teams than our current team, including loans acquired from Community Bank of Manatee, First Community Bank of America, The Palm Bank and First Community Bank of Southwest Florida (together, the “Acquired Loans”). The Acquired Loans were originated under different economic conditions than exist today and were underwritten utilizing different underwriting standards. We consider the Acquired Loans to be seasoned since they were originated more than five years ago. As such, we use the historical loss experience for the pool of Acquired Loans over the past two years as part of the general component of our allowance analysis for the Acquired Loans.

 

This actual historical loss experience is supplemented with management adjustment factors based on the risks present for each portfolio segment (separated for originated and acquired loans), including: (i) levels of and trends in delinquencies and nonaccrual loans; (ii) trends in volume and terms of loans; (iii) changes in lending policies, procedures, and practices; (iv) experience, ability and depth of lending management and other relevant staff; (v) changes in the quality of the loan review system; (vi) changes in the underlying collateral; (vii) changes in competition, and the legal and regulatory environment; (viii) effects of changes in credit concentrations; and (ix) national and local economic trends and conditions. To determine the impact of these factors, management looks at external indicators such as unemployment rate, GDP growth, trends in consumer credit, real estate prices in the geographical areas where the Bank operates, information related to other Florida banks, the competitive and regulatory environment, as well as internal indicators such as loan growth, credit concentrations and loan review process. Each of the adjustment factors is graded in a scale from “significantly improved compared to historical period” to “significantly declined compared to historical period,” and historical loss rates are adjusted based on this assessment. If a factor is graded “same compared to historical period,” no adjustments are made to the historical loss experience for that specific pool and loan category with respect to such factor. In addition, a risk rating adjustment factor is determined at the loan level, based on the individual risk rating of each loan.

 

As of September 30, 2015, approximately 79% of our loan portfolio consists of loans originated by C1 Bank from 2010 to the present and, as such, may not be seasoned. Generally, the historical loss rate of the C1 Bank originated loans has been very low; however, due to the unseasoned nature of the C1 Bank originated loans, the historical loss rate may not effectively capture the probable incurred losses in this portion of our loan portfolio. Accordingly, we performed a peer statistical analysis of U.S. banks to determine what would be a normalized loss rate for our originated loans, considering characteristics like profitability, asset growth and geographical location, among others. While there are characteristics unique to each financial institution that drive loss rates and make a bank more or less risky than its peers, the purpose of this peer statistical analysis was to estimate a “better” loss rate, but in the context of a model that controls for characteristics like geography, asset growth and recovering economic conditions.

 

For this analysis, we first looked at two- and three-year median loss rates for all U.S. banks, which were both below loss rates in the C1 Bank originated loan portfolio after factoring in management adjustments. Understanding that the median peer loss rates may not capture specifics of the C1 Bank originated loans, such as profitability, asset growth and geographical location, among others, we performed a regression-based study of credit-loss rates for all commercial banks in the United States over a three-year period ending in 2013. The model incorporated the following variables: amount of past due loans, geography, capitalization, bank age, management, asset size, asset quality, earnings, and credit risk. We completed this analysis during the second quarter of 2014 and it was first used for the calculation of the allowance for loan losses as of June 30, 2014.

 

This peer analysis affects the determination of our allowance for loan losses, as we use the highest of the actual losses and the outcome of the analysis as the input for the calculation of the general component of the allowance for loan losses for the C1 Bank originated loans. The peer analysis will be updated during the first quarter of each year and will be used as an element for the calculation of the allowance for loan losses during that specific year, until such time when we develop relevant loss history for C1 Bank originated loans. The purpose of using the highest of actual and peer analysis loss rates is to prevent relying on lower C1 Bank originated loan loss rates, which could actually be caused by an unseasoned portfolio and may not effectively capture the probable incurred losses in the C1 Bank originated loan portion of our portfolio.

 

 27 

 

 

During the first quarter of 2015, we updated the analysis applying the same statistical regression for the two and three year periods ending in 2014, and the result was used as an element to the calculation of the allowance for loan losses as of September 30, 2015.

 

We view this peer analysis as a short-term proxy until we develop additional loss history for the C1 Bank originated loans that approximate a full business cycle. The average business cycle length according to the National Bureau of Economic Research during the last 11 business cycles has been close to six years, and the FDIC defines seven years as a de novo period for extended supervisory activities for new charters (although we are not a de novo institution). By the end of 2015, our first loans (2010 vintage) will be completing 6 years since origination, in line with the average U.S. business cycle and close to the 7-year de novo period defined by the FDIC. We expect our historical losses to become more representative as we get closer to this point.

 

Fair Value of Other Real Estate Owned

 

Other real estate owned (“OREO”) represents assets acquired through foreclosure or other proceedings. Foreclosed assets acquired are initially recorded at fair value at the date of foreclosure less estimated costs to sell, which establishes a new cost basis. Any write-down to fair value at the time of transfer to OREO is charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management to ensure that properties recorded in OREO are carried at the lower of cost or fair value less estimated costs of disposal. Valuation allowances are adjusted as necessary. Expenses from the operations of OREO foreclosed assets, net of rental income and changes in the OREO valuation allowance are included in noninterest expense.

 

Purchased Credit Impaired, or PCI, Loans

 

As part of our acquisitions, we acquired loans that have evidence of credit deterioration since origination. These acquired loans are recorded at their fair value, such that there is no carryover of the allowance for loan losses.

 

Such purchased loans are accounted for individually or aggregated into pools of loans based on common risk characteristics. We estimate the amount and timing of expected cash flows for each purchased loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s or pool’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference). Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded through the allowance for loan losses. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

 

Loans are placed on nonaccrual and accounted for under the cost recovery method when repayment is expected through foreclosure or repossession of the collateral, and the timing of foreclosure or repossession cannot be estimated with reasonable certainty. These loans are measured for impairment under the Bank’s policy for measuring impairment on collateral-dependent impaired loans that were originated by the Bank and included in impaired loans if there is a subsequent decline in the value of the collateral.

 

Deferred Tax Assets

 

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. The deferred tax assets and liabilities represent the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

 

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We recognize interest and/or penalties related to income tax matters in income tax expense.

 

 28 

 

 

Fair Values of Financial Instruments

 

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

 

JOBS Act

 

The JOBS Act allows us to delay the implementation of certain new accounting standards on our financial statements. However, at September 30, 2015 and December 31, 2014, we have adopted all new accounting standards that could affect the comparability of our financial statements to those of other public entities.

 

Results of Operations

 

Net Interest Income

 

Net interest income is the largest component of our income, and is affected by the interest rate environment, and the volume and the composition of our interest-earning assets and interest-bearing liabilities. Net interest margin represents net interest income divided by average interest-earning assets. We earn interest income from interest, dividends and fees earned on interest-earning assets, as well as from accretion of discounts on acquired loans. Our interest-earning assets include loans, securities available for sale and other securities, Federal funds sold and balances at the Federal Reserve Bank, time deposits in other financial institutions, and Federal Home Loan Bank (“FHLB”) stock. We incur interest expense on interest-bearing liabilities, including interest-bearing deposits, borrowings and other forms of indebtedness as well as from amortization of premiums on purchased time deposits and debt. Our interest-bearing liabilities include deposits, advances from the FHLB, and other borrowings.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

Our net interest income increased 28.7% to $18.0 million in the three-month period ended September 30, 2015 from $14.0 million in the three-month period ended September 30, 2014, primarily due to increased average balances and yields on earning assets and improvements in deposit mix, which was partially offset by higher average balances and rates on FHLB advances. Net interest margin in the three-month period ended September 30, 2015 increased to 4.75% from 4.18% in the three-month period ended September 30, 2014, mainly due to the yield on average earning assets increasing 57 basis points.

 

Interest income increased 26.5% to $20.5 million in the three-month period ended September 30, 2015 from $16.2 million in the three-month period ended September 30, 2014, due to higher average balances of and yields earned on interest-earning assets. In the three-month period ended September 30, 2015, average interest-earning assets increased to $1.508 billion from $1.331 billion in the three-month period ended September 30, 2014, mainly due to growth in our loan portfolio, which resulted from organic loan originations (partially offset by loan prepayments in the C1Bank originated loan portfolio, and loans paying off in both the C1 Bank originated loan portfolio and in the acquired portfolio). The average yield earned on interest-earning assets increased to 5.41% in the three-month period ended September 30, 2015 from 4.84% in the three-month period ended September 30, 2014, primarily due to a redeployment of lower-yielding cash investments into higher-yielding loans. The yield on loans was enhanced by greater loan fees (mainly due to prepayments), which was partially offset by a lower effect of accretion income on loans acquired from an acquired bank. Average loans receivable as a percentage of average interest-earning assets increased from 82.5% in the three-month period ended September 30, 2014 to 91.1% in the three-month period ended September 30, 2015.

 

Interest expense increased 12.7% to $2.5 million in the three-month period ended September 30, 2015 from $2.2 million in the three-month period ended September 30, 2014, due to an increase in the average balances of and rates paid on interest-bearing liabilities. In the three-month period ended September 30, 2015, average interest-bearing liabilities increased to $1.158 billion from $1.057 billion in the three-month period ended September 30, 2014, mainly due to longer term borrowings from the FHLB. In addition, the average rate paid on interest-bearing liabilities increased from 0.83% to 0.86%, primarily due to a higher rate on FHLB advances. Borrowing longer term from the FHLB was an asset/liability management decision to reduce exposure to increasing interest rates. Partially offsetting the increase in rates due to FHLB advances was a reduction in rates on interest-bearing deposits, mainly due to an improvement in the deposit mix. The cost of interest-bearing deposits decreased to 0.63% in the three-month period ended September 30, 2015 when compared to 0.68% in the three-month period ended September 30, 2014, due to a lower share of time deposits. In addition, average noninterest-bearing deposits increased by 20.2% to $325.0 million in the three-month period ended September 30, 2015 (representing 26.3% of total average deposits), from $270.3 million in the three-month period ended September 30, 2014 (representing 23.6% of total average deposits).

 

 29 

 

 

The table below shows the average balances, income and expense, and yields and rates of each of our interest-earning assets and interest-bearing liabilities for the periods indicated:

  

   Three-Month Periods Ended September 30, 
   2015   2014 
   Average   Income/   Yields/   Average   Income/   Yields/ 
   Balances(1)   Expense   Rates   Balances(1)   Expense   Rates 
   (in thousands) 
Interest-earning assets:                        
Loans receivable(2)  $1,374,425   $20,340    5.87%  $1,098,466   $16,028    5.79%
Securities available for sale and other securities   250    3    4.56%   250    2    4.56%
Federal funds sold and balances at Federal Reserve Bank   121,155    68    0.22%   222,894    129    0.23%
Time deposits in other financial institutions   247    -    0.42%   -    -    0.00%
FHLB stock   11,824    135    4.51%   9,152    86    3.71%
                               
Total interest-earning assets   1,507,901    20,546    5.41%   1,330,762    16,245    4.84%
Noninterest-earning assets:                              
Cash and due from banks   38,612              39,723           
Other assets(3)   141,149              123,182           
Total noninterest-earning assets   179,761              162,905           
                               
Total assets  $1,687,662             $1,493,667           
                               
Interest-bearing liabilities:                              
Interest-bearing deposits:                              
Time  $274,925    795    1.15%  $346,037    953    1.09%
Money market   443,152    490    0.44%   354,146    390    0.44%
Interest-bearing demand   155,418    142    0.36%   139,175    135    0.38%
Savings   38,921    22    0.22%   38,130    21    0.22%
Total interest-bearing deposits   912,416    1,449    0.63%   877,488    1,499    0.68%
Other interest-bearing liabilities:                              
FHLB advances   245,847    1,057    1.71%   176,964    709    1.59%
Other borrowings   -    -    0.00%   3,000    15    1.96%
                               
Total interest-bearing liabilities   1,158,263    2,506    0.86%   1,057,452    2,223    0.83%
Noninterest-bearing liabilities and stockholders’ equity:                              
Demand deposits   325,044              270,328           
Other liabilities   6,127              4,954           
Stockholders’ equity   198,228              160,933           
Total noninterest-bearing liabilities and stockholders’ equity   529,399              436,215           
                               
Total liabilities and stockholders’ equity  $1,687,662             $1,493,667           
Interest rate spread (taxable-equivalent basis)             4.55%             4.01%
Net interest income (taxable-equivalent basis)       $18,040             $14,022      
Net interest margin (taxable-equivalent basis)             4.75%             4.18%
Average interest-earning assets to average interest-bearing liabilities             130.2%             125.8%

 

(1)Calculated using daily averages.
(2)Average loans are gross, including nonaccrual loans and overdrafts (net of deferred loan fees and before the allowance for loan losses). Interest on loans includes net deferred fees and costs, and other loan fees of $1.4 million and $515 thousand in the three-month periods ended September 30, 2015 and 2014, respectively.
(3)Other assets include bank-owned life insurance, tax lien certificates, OREO, fixed assets, interest receivable, prepaid expense and others.

 

 30 

 

 

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

Our net interest income increased 23.7% to $50.4 million in the nine-month period ended September 30, 2015 from $40.8 million in the nine-month period ended September 30, 2014, primarily due to increased average balances and yields on earning assets, mainly relating to loans, and improvements in deposit mix, which was partially offset by higher average balances and rates on FHLB advances. Net interest margin in the nine-month period ended September 30, 2015 increased to 4.68% from 4.29% in the nine-month period ended September 30, 2014, mainly due to the yield on average earning assets increasing 37 basis points.

 

Interest income increased 21.8% to $57.4 million in the nine-month period ended September 30, 2015 from $47.2 million in the nine-month period ended September 30, 2014, due to higher average balances of and yields earned on interest-earning assets. In the nine-month period ended September 30, 2015, average interest-earning assets increased to $1.441 billion from $1.271 billion in the nine-month period ended September 30, 2014, mainly due to growth in our loan portfolio, which resulted from organic loan originations (partially offset by loan prepayments in the C1Bank originated loan portfolio, and loans paying off in both the C1 Bank originated loan portfolio and in the acquired portfolio). The average yield earned on interest-earning assets increased to 5.33% in the nine-month period ended September 30, 2015 from 4.96% in the nine-month period ended September 30, 2014, primarily due to a redeployment of lower-yielding cash investments into higher-yielding loans. The yield on loans was enhanced by greater loan fees (mainly due to prepayments), which was partially offset by a lower effect of accretion income on loans acquired from an acquired bank. Average loans receivable as a percentage of average interest-earning assets increased from 83.9% in the nine-month period ended September 30, 2014 to 89.5% in the nine-month period ended September 30, 2015.

 

Interest expense increased 9.7% to $7.0 million in the nine-month period ended September 30, 2015 from $6.4 million in the nine-month period ended September 30, 2014, due to an increase in the average balances of and rates paid on interest-bearing liabilities. In the nine-month period ended September 30, 2015, average interest-bearing liabilities increased to $1.112 billion from $1.049 billion in the nine-month period ended September 30, 2014, mainly due to longer term borrowings from the FHLB. In addition, the average rate paid on interest-bearing liabilities increased from 0.81% to 0.84%, primarily due to a higher rate on FHLB advances. Borrowing longer term from the FHLB was an asset/liability management decision to reduce exposure to increasing interest rates. Partially offsetting the increase in rates due to FHLB advances was a reduction in rates on interest-bearing deposits, mainly due to an improvement in the deposit mix. The cost of interest-bearing deposits decreased to 0.63% in the nine-month period ended September 30, 2015 when compared to 0.68% in the nine-month period ended September 30, 2014, due to a lower share of time deposits. In addition, average noninterest-bearing deposits increased by 34.0% to $317.1 million in the nine-month period ended September 30, 2015 (representing 26.4% of total average deposits), from $236.7 million in the nine-month period ended September 30, 2014 (representing 21.1% of total average deposits).

 

 31 

 

  

The table below shows the average balances, income and expense, and yields and rates of each of our interest-earning assets and interest-bearing liabilities for the periods indicated:

  

   Nine-Month Periods Ended September 30, 
   2015   2014 
   Average   Income/   Yields/   Average   Income/   Yields/ 
   Balances(1)   Expense   Rates   Balances(1)   Expense   Rates 
   (in thousands) 
Interest-earning assets:                              
                               
Loans receivable(2)  $1,290,074   $56,803    5.89%  $1,065,815   $46,481    5.83%
Securities available for sale and other securities   250    9    4.56%   520    59    15.25%
Federal funds sold and balances at Federal Reserve Bank   139,866    259    0.25%   195,850    355    0.24%
Time deposits in other financial institutions   132    -    0.44%   -    -    0.00%
FHLB stock   11,048    359    4.35%   8,554    257    4.01%
                               
Total interest-earning assets   1,441,370    57,430    5.33%   1,270,739    47,152    4.96%
Noninterest-earning assets:                              
Cash and due from banks   37,668              41,739           
Other assets(3)   147,886              121,089           
Total noninterest-earning assets   185,554              162,828           
                               
Total assets  $1,626,924             $1,433,567           
                               
Interest-bearing liabilities:                              
Interest-bearing deposits:                              
Time  $267,148    2,256    1.13%  $359,436    2,919    1.09%
Money market   431,168    1,411    0.44%   342,898    1,103    0.43%
Interest-bearing demand   148,831    411    0.37%   142,661    405    0.38%
Savings   38,917    65    0.22%   38,344    64    0.22%
Total interest-bearing deposits   886,064    4,143    0.63%   883,339    4,491    0.68%
Other interest-bearing liabilities:                              
FHLB advances   225,483    2,861    1.70%   162,499    1,852    1.52%
Other borrowings   -    -    0.00%   3,000    44    1.96%
                               
Total interest-bearing liabilities   1,111,547    7,004    0.84%   1,048,838    6,387    0.81%
Noninterest-bearing liabilities and stockholders’ equity:                              
Demand deposits   317,078              236,666           
Other liabilities   4,967              4,902           
Stockholders’ equity   193,332              143,161           
Total noninterest-bearing liabilities and stockholders’ equity   515,377              384,729           
                               
Total liabilities and stockholders’ equity  $1,626,924             $1,433,567           
Interest rate spread (taxable-equivalent basis)             4.49%             4.15%
Net interest income (taxable-equivalent basis)       $50,426             $40,765      
Net interest margin (taxable-equivalent basis)             4.68%             4.29%
Average interest-earning assets to average interest-bearing liabilities             129.7%             121.2%

 

(1)Calculated using daily averages.
(2)Average loans are gross, including nonaccrual loans and overdrafts (net of deferred loan fees and before the allowance for loan losses). Interest on loans includes net deferred fees and costs, and other loan fees of $3.5 million and $1.6 million in the nine-month periods ended September 30, 2015 and 2014, respectively.
(3)Other assets include bank-owned life insurance, tax lien certificates, OREO, fixed assets, interest receivable, prepaid expense and others.

 

 32 

 

 

Rate/Volume Analysis

 

The tables below detail the components of the changes in net interest income for the three-month period ended September 30, 2015 when compared to the three-month period ended September 30, 2014 and the nine-month period ended September 30, 2015 when compared to the nine-month period ended September 30, 2014. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes and changes due to average rates, with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

   Three-Month Period Ended September 30, 2015 
   Compared to 
   Three-Month Period Ended September 30, 2014 
   Due to Changes in 
   Average Volume   Average Rate   Net Increase
(Decrease)
 
   (in thousands) 
Interest income from earning assets:               
Loans receivable(1)  $4,088   $224   $4,312 
Securities available for sale and other securities   -    1    1 
Federal funds sold and balances at Federal Reserve Bank   (56)   (5)   (61)
Time deposits in other financial institutions   -    -    - 
FHLB stock   28    21    49 
Total interest income(2)   4,060    241    4,301 
Interest expense from deposits and borrowings:               
Time deposits   (208)   50    (158)
Money market deposit accounts   100    -    100 
Interest-bearing demand deposits   14    (7)   7 
Savings deposits   1    -    1 
FHLB advances   291    57    348 
Other borrowings   (8)   (7)   (15)
Total interest expense   190    93    283 
Change in net interest income  $3,870   $148   $4,018 

 

(1)Average loans are gross, including nonaccrual loans and overdrafts (net of deferred loan fees and before the allowance for loan losses).
(2)Interest on loans includes net deferred fees and costs, and other loan fees of $1.4 million and $515 thousand in the three-month periods ended September 30, 2015 and 2014, respectively.

 

 33 

 

 

The $4.3 million increase in interest income when comparing the three-month period ended September 30, 2015 to the three-month period ended September 30, 2014 was primarily due to changes in loan volumes and yields. Higher average loan balances and yields increased interest income $4.1 million and $224 thousand, respectively. The $283 thousand increase in interest expense when comparing the three-month period ended September 30, 2015 to the three-month period ended September 30, 2014 was primarily due to changes in volumes and rates of FHLB advances. Higher average balances and rates of FHLB advances increased interest expense $291 thousand and $57 thousand, respectively, for a total increase of $348 thousand. Partially offsetting the increase in interest expense due to FHLB advances was $50 thousand less in interest expense due to changes in interest-bearing deposit volumes and rates, which reflected an improvement in the deposit mix.

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

             
   Nine-Month Period Ended September 30, 2015 
   Compared to 
   Nine-Month Period Ended September 30, 2014 
   Due to Changes in 
   Average Volume   Average Rate   Net Increase
(Decrease)
 
   (in thousands) 
Interest income from earning assets:               
Loans receivable(1)  $9,839   $483   $10,322 
Securities available for sale and other securities   (22)   (28)   (50)
Federal funds sold and balances at Federal Reserve Bank   (110)   14    (96)
Time deposits in other financial institutions   -    -    - 
FHLB stock   79    23    102 
Total interest income(2)   9,786    492    10,278 
Interest expense from deposits and borrowings:               
Time deposits   (767)   104    (663)
Money market deposit accounts   282    26    308 
Interest-bearing demand deposits   17    (11)   6 
Savings deposits   1    -    1 
FHLB advances   770    239    1,009 
Other borrowings   (22)   (22)   (44)
Total interest expense   281    336    617 
Change in net interest income  $9,505   $156   $9,661 

 

(1)Average loans are gross, including nonaccrual loans and overdrafts (net of deferred loan fees and before the allowance for loan losses).
(2)Interest on loans includes net deferred fees and costs, and other loan fees of $3.5 million and $1.6 million in the nine-month periods ended September 30, 2015 and 2014, respectively.

 

The $10.3 million increase in interest income when comparing the nine-month period ended September 30, 2015 to the nine-month period ended September 30, 2014 was primarily due to changes in loan volumes and yields. Higher average loan balances and yields increased interest income $9.8 million and $483 thousand, respectively. The $617 thousand increase in interest expense when comparing the nine-month period ended September 30, 2015 to the nine-month period ended September 30, 2014 was primarily due to changes in volumes and rates of FHLB advances. Higher average balances and rates of FHLB advances increased interest expense $770 thousand and $239 thousand, respectively, for a total increase of $1.0 million. Partially offsetting the increase in interest expense due to FHLB advances was $348 thousand less in interest expense due to changes in interest-bearing deposit volumes and rates, which reflected an improvement in the deposit mix.

 

 34 

 

 

Provision for Loan Losses

 

The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the allowance for loan losses at an adequate level to absorb probable incurred losses in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under GAAP. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

We recorded a $67 thousand reversal of provision for loan losses for the three-month period ended September 30, 2015 and a $207 thousand provision for loan losses for the three-month period ended September 30, 2014. The reversal of provision for the three-month period ended September 30, 2015 included $455 thousand of allowance for new loans funded during the quarter, offset by $324 thousand in net recoveries, a $144 thousand reduction for general reserves related to existing loans paying down and a $54 thousand reduction in specific reserves for impaired and purchased credit impaired loans. The provision for the three-month period ended September 30, 2014 included $533 thousand resulting from a refinement of management adjustment factors largely related to the regulatory environment and $315 thousand of allowance primarily for new loans funded during the quarter, partially offset by $641 thousand in net recoveries.

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

Our provision for loan losses declined to $1.4 million for the nine-month period ended September 30, 2015 from $4.8 million for the nine-month period ended September 30, 2014. The provision for the nine-month period ended September 30, 2015 included $1.6 million of allowance for new loans funded year-to-date, $1.0 million in general reserves related to existing loans and a $31 thousand increase in specific reserves for impaired and purchased credit impaired loans, partially offset by $1.2 million in net recoveries (including a $393 thousand recovery related to our only shared national credit loan charged off in June 2014). The provision for the nine-month period ended September 30, 2014 reflected charge-offs of $4.7 million (primarily the charge off in-full of our only loan under the shared national credit program), a provision of $1.1 million to the general component of the allowance for loan losses as a result of our peer analysis (see “—Critical Accounting Policies and Estimates—Allowance for Loan Losses”), an addition of $533 thousand resulting from a refinement of management adjustment factors largely related to the regulatory environment, and an allowance for new loans funded during the quarter. Partially offsetting these amounts were recoveries of $2.0 million.

 

Noninterest Income

 

Noninterest income includes gains on sales of securities, gains on sales of loans, service charges and fees, bargain purchase gain, gains on sales of other real estate owned, net, bank-owned life insurance, mortgage banking fees and other noninterest income.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

Noninterest income increased 17.6% to $2.1 million in the three-month period ended September 30, 2015 from $1.8 million in the three-month period ended September 30, 2014. The increase was primarily due to a $670 thousand gain on the early redemption of FHLB advances (redeemed to adjust our liability duration mix), which is included in noninterest income, $235 thousand additional income from BOLI (due to a $35.0 million investment completed in December 2014) and $109 thousand additional gains on sales of OREO. Partially offsetting these increases in noninterest income was a $696 thousand decline in gains on sales of Small Business Administration (“SBA”) loans. The decrease in gains on sales of SBA loans was mainly a result of the lower volume of loans sold, which depends on multiple factors such as loan originations, mix between marketable and portfolio loans (depending on loan type, terms and market conditions) and funding timing for loans available to be sold.

 

 35 

 

 

The following table sets forth the components of noninterest income for the periods indicated:

 

   Three-Month Periods Ended
September 30,
 
   2015   2014 
   (in thousands) 
Gains on sales of loans  $79   $775 
Service charges and fees   602    526 
Bargain purchase gain   -    37 
Gains on sales of other real estate owned, net   177    68 
Bank-owned life insurance   276    41 
Gains (losses) on disposals of premises and equipment, net   -    (12)
Other noninterest income   980    362 
Total noninterest income  $2,114   $1,797 

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

Noninterest income increased 30.2% to $8.1 million in the nine-month period ended September 30, 2015 from $6.2 million in the nine-month period ended September 30, 2014, primarily due to a $2.6 million gain on the sale of land (excess parking lots in Wynwood) during the second quarter of 2015, the $670 thousand gain on the early redemption of FHLB advances and $508 thousand additional income from BOLI due to the additional $35.0 million investment completed in December 2014. Partially offsetting these increases in noninterest income were a $1.4 million decline in gains on sales of SBA loans (due to a lower volume of loans sold, which depends on multiple factors as described above) and a $147 thousand decline in gains on sales of OREO. Noninterest income for the nine-month period ended September 30, 2014 included $241 thousand in gains on sales of securities.

 

The following table sets forth the components of noninterest income for the periods indicated:

 

   Nine-Month Periods Ended
September 30,
 
   2015   2014 
   (in thousands) 
Gains on sales of securities  $-   $241 
Gains on sales of loans   893    2,323 
Service charges and fees   1,750    1,658 
Bargain purchase gain   -    48 
Gains on sales of other real estate owned, net   573    720 
Bank-owned life insurance   626    118 
Mortgage banking fees   -    47 
Gains (losses) on disposals of premises and equipment, net   2,590    (12)
Other noninterest income   1,619    1,041 
Total noninterest income  $8,051   $6,184 

 

Noninterest Expense

 

Noninterest expense includes primarily salaries and employee benefits, occupancy expense, network services and data processing, advertising and promotion, OREO expenses and professional fees, among others. We monitor the ratio of noninterest expense to the sum of net interest income plus noninterest income, which is commonly known as the efficiency ratio.

 

 36 

 

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

Noninterest expense increased 6.1% to $12.0 million in the three-month period ended September 30, 2015 from $11.3 million in the three-month period ended September 30, 2014. The increase was mainly due to higher salaries and employee benefits ($499 thousand), occupancy expense ($250 thousand), and furniture and equipment ($106 thousand). The increase in salaries and employee benefits was primarily related to growth in our average number of employees and provisions for incentive compensation booked in 2015 based on our anticipated growth. The increase in noninterest expense in the other categories related mainly to the increased scale of our operations, including two additional banking centers since the end of the third quarter of 2014. The increase in noninterest expense was partially offset by a reduction in professional fees ($77 thousand) and loan collection expenses ($54 thousand), primarily due to less activity required relating to nonperforming assets.

 

The following table sets forth the components of noninterest expense for the periods indicated:

 

   Three-Month Periods Ended
September 30,
 
   2015   2014 
   (in thousands) 
Salaries and employee benefits  $5,276   $4,777 
Occupancy expense   1,388    1,138 
Furniture and equipment   779    673 
Regulatory assessments   349    362 
Network services and data processing   1,075    1,033 
Printing and office supplies   54    77 
Postage and delivery   78    52 
Advertising and promotion   873    812 
Other real estate owned related expense   468    511 
Other real estate owned – valuation allowance expense   102    45 
Amortization of intangible assets   70    117 
Professional fees   673    750 
Loan collection expenses   86    140 
Other noninterest expense   701    793 
Total noninterest expense  $11,972   $11,280 

 

In the three-month periods ended September 30, 2015 and September 30, 2014, our efficiency ratio was 59.4% and 71.3%, respectively. The improved efficiency ratio for the three-month period ended September 30, 2015 was mainly due to higher net interest income and noninterest income, which included the $670 thousand gain on the early redemption of FHLB advances. We also closely track annualized revenue per employee and average assets per employee, as measures of efficiency. Annualized revenue per employee was $367 thousand in the three-month period ended September 30, 2015 as compared to $305 thousand in the three-month period ended September 30, 2014 and average assets per employee were $6.9 million in the three-month period ended September 30, 2015 as compared to $6.4 million in the three-month period ended September 30, 2014, which reflected our efforts to achieve productivity gains as we grow our balance sheet. We had 239 full-time equivalent employees at September 30, 2015 and 246 at September 30, 2014.

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

Noninterest expense increased 7.3% to $35.7 million in the nine-month period ended September 30, 2015 from $33.2 million in the nine-month period ended September 30, 2014. The increase was mainly due to higher salaries and employee benefits ($2.2 million), occupancy expense ($650 thousand), network services and data processing ($415 thousand), and furniture and equipment ($321 thousand). The increase in salaries and employee benefits was primarily related to growth in our average number of employees and provisions for incentive compensation booked in 2015 based on our anticipated growth. The increase in noninterest expense in each of the other categories related mainly to the increased scale of our operations, including two additional banking centers since the end of the third quarter of 2014. The increase in noninterest expense was partially offset by a reduction in professional fees ($294 thousand), loan collection expenses ($290 thousand) and OREO valuation allowance expense ($441 thousand). Lower professional fees and loan collection expenses were due to less activity required relating to nonperforming assets and lower OREO valuation allowance expense reflected that a smaller amount of write-downs were required on OREO properties.

 

 37 

 

 

The following table sets forth the components of noninterest expense for the periods indicated:

 

   Nine-Month Periods Ended
September 30,
 
   2015   2014 
   (in thousands) 
Salaries and employee benefits  $15,722   $13,526 
Occupancy expense   3,960    3,310 
Furniture and equipment   2,275    1,954 
Regulatory assessments   1,100    1,067 
Network services and data processing   3,239    2,824 
Printing and office supplies   183    270 
Postage and delivery   242    181 
Advertising and promotion   2,752    2,634 
Other real estate owned related expense   1,559    1,625 
Other real estate owned – valuation allowance expense   168    609 
Amortization of intangible assets   233    412 
Professional fees   1,880    2,174 
Loan collection expenses   173    463 
Other noninterest expense   2,166    2,178 
Total noninterest expense  $35,652   $33,227 

 

In the nine-month periods ended September 30, 2015 and September 30, 2014, our efficiency ratio was 61.0% and 71.1%, respectively. The improved efficiency ratio for the nine-month period ended September 30, 2015 was mainly due to higher net interest income and noninterest income, which included the $2.6 million gain on the sale of land during the second quarter of 2015 and the $670 thousand gain on the early redemption of FHLB advances. Annualized revenue per employee was $360 thousand in the nine-month period ended September 30, 2015 as compared to $321 thousand in the nine-month period ended September 30, 2014 and average assets per employee were $6.7 million in the nine-month period ended September 30, 2015 as compared to $6.5 million in the nine-month period ended September 30, 2014, which reflected our productivity gains and growth.

 

Income Taxes

 

The provision for income taxes includes federal and state income taxes. Fluctuations in effective tax rates reflect the effect of the differences in the inclusion or deductibility of certain income and expenses, respectively, for income tax purposes. Our future effective income tax rate will fluctuate based on the mix of taxable and tax-free investments we make and our overall level of taxable income.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

In the three-month period ended September 30, 2015, we recorded income tax expense of $3.2 million (an effective income tax rate of 39.3%), compared to income tax expense of $1.7 million (an effective income tax rate of 39.4%) in the three-month period ended September 30, 2014. The increase in income tax expense was due primarily to our greater income before taxes.

 

 38 

 

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

In the nine-month period ended September 30, 2015, we recorded income tax expense of $8.5 million (an effective income tax rate of 39.7%), compared to income tax expense of $3.5 million (an effective income tax rate of 39.6%) in the nine-month period ended September 30, 2014. The increase in income tax expense was due primarily to our greater income before taxes.

 

Net Income

 

We evaluate our net income using the common industry ratio, ROAA, which is equal to net income for the period annualized, divided by the daily average of total assets for the period. We also use ROAE, which is equal to net income for the period annualized, divided by the daily average of total stockholders’ equity for the period.

 

Three-month period ended September 30, 2015 compared to three-month period ended September 30, 2014

 

In the three-month period ended September 30, 2015, our net income of $5.0 million, or $0.31 basic and diluted net income per common share, represented an ROAA of 1.18% and an ROAE of 10.02%. Our average equity-to-assets ratio (average equity divided by average total assets) in the three-month period ended September 30, 2015 was 11.75%. In comparison, in the three-month period ended September 30, 2014, our net income of $2.6 million, or $0.18 basic and diluted net income per common share, represented an ROAA of 0.70% and an ROAE of 6.47%. Our average equity-to-assets ratio in the three-month period ended September 30, 2014 was 10.77%.

 

Nine-month period ended September 30, 2015 compared to nine-month period ended September 30, 2014

 

In the nine-month period ended September 30, 2015, our net income of $12.9 million, or $0.80 basic and diluted net income per common share, represented an ROAA of 1.06% and an ROAE of 8.94%. Our average equity-to-assets ratio in the nine-month period ended September 30, 2015 was 11.88%. In comparison, in the nine-month period ended September 30, 2014, our net income of $5.4 million, or $0.40 basic and diluted net income per common share, represented an ROAA of 0.50% and an ROAE of 5.03%. Our average equity-to-assets ratio in the nine-month period ended September 30, 2014 was 9.99%.

 

Financial Condition

 

Our assets totaled $1.712 billion and $1.537 billion at September 30, 2015 and December 31, 2014, respectively. Loans receivable, net, as of September 30, 2015 and December 31, 2014 were $1.377 billion and $1.179 billion, respectively. Total deposits were $1.264 billion and $1.168 billion as of September 30, 2015 and December 31, 2014, respectively. Total liabilities, consisting of deposits, FHLB advances and other liabilities totaled $1.513 billion and $1.350 billion as of September 30, 2015 and December 31, 2014, respectively. The increases in total assets, loans receivable, net, deposits and liabilities in 2015 were primarily due to organic growth.

 

Stockholders’ equity was $199.6 million and $186.6 million as of September 30, 2015 and December 31, 2014. The increase in stockholders’ equity was due to $12.9 million of net income earned during the nine-month period ended September 30, 2015.

 

Loans

 

Our loan portfolio is our primary earning asset. Our strategy is to grow the loan portfolio by originating commercial and consumer loans that we believe to be of high quality, that comply with our credit policies and that produce revenues consistent with our financial objectives. We originate SBA loans which may be sold on the secondary market depending on loan terms and market conditions.

 

Loans by Portfolio Segment

 

The following table sets forth the carrying amounts of our loans by portfolio segment as of the dates indicated:

 

 39 

 

 

   As of September 30, 2015   As of December 31, 2014 
   Amount   % of Total   Amount   % of Total 
   (in thousands, except %) 
                 
Real estate:                    
Residential  $267,238    19.2   $224,416    18.9 
Commercial   791,669    57.0    723,577    60.9 
Construction   168,823    12.1    107,436    9.0 
Total real estate   1,227,730    88.3    1,055,429    88.8 
Commercial   76,940    5.5    75,360    6.3 
Consumer   85,605    6.2    57,733    4.9 
Total loans   1,390,275    100.0    1,188,522    100.0 
Less:                    
Net deferred loan fees   (5,726)        (4,142)     
Allowance for loan losses   (7,932)        (5,324)     
Loans receivable, net  $1,376,617        $1,179,056      

 

As of September 30, 2015 and December 31, 2014, 88.3% and 88.8%, respectively, of the total loan portfolio was collateralized by commercial and residential real estate mortgages.

 

Loan Maturity and Sensitivities

 

The following tables show the contractual maturities of our loan portfolio at the dates indicated. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment or scheduled principal repayments.

 

As of September 30, 2015  Due in 1 Year or Less   Due in 1 to 5 Years   Due After 5 Years   Total 
   (in thousands) 
Real estate:                    
Residential  $49,630   $79,642   $137,966   $267,238 
Commercial   114,232    374,553    302,884    791,669 
Construction   79,604    59,320    29,899    168,823 
Total real estate   243,466    513,515    470,749    1,227,730 
Commercial   18,043    33,956    24,941    76,940 
Consumer   5,992    73,174    6,439    85,605 
Total loans  $267,501   $620,645   $502,129   $1,390,275 

 

 40 

 

 

 

As of December 31, 2014  Due in 1 Year or Less   Due in 1 to 5 Years   Due After 5 Years   Total 
   (in thousands) 
Real estate:                    
Residential  $21,030   $76,262   $127,124   $224,416 
Commercial   91,071    368,497    264,009    723,577 
Construction   22,140    51,022    34,274    107,436 
Total real estate   134,241    495,781    425,407    1,055,429 
Commercial   20,325    32,425    22,610    75,360 
Consumer   1,279    42,108    14,346    57,733 
Total loans  $155,845   $570,314   $462,363   $1,188,522 

 

The following tables present the sensitivities to changes in interest rates of our portfolio at the dates indicated:

 

As of September 30, 2015  Fixed Interest Rate   Variable Interest Rate   Total 
   (in thousands) 
Real estate:               
Residential  $68,079   $199,159   $267,238 
Commercial   293,266    498,403    791,669 
Construction   57,389    111,434    168,823 
Total real estate   418,734    808,996    1,227,730 
Commercial   33,161    43,779    76,940 
Consumer   36,980    48,625    85,605 
Total loans  $488,875   $901,400   $1,390,275 

 

As of December 31, 2014  Fixed Interest Rate   Variable Interest Rate   Total 
   (in thousands) 
Real estate:               
Residential  $63,395   $161,021   $224,416 
Commercial   306,928    416,649    723,577 
Construction   31,569    75,867    107,436 
Total real estate   401,892    653,537    1,055,429 
Commercial   37,312    38,048    75,360 
Consumer   10,522    47,211    57,733 
Total loans  $449,726   $738,796   $1,188,522 

 

As part of our asset/liability management strategy, we rarely offer fixed-rate loans with maturity above five years. As of September 30, 2015, less than 3.0% of our total loans (and 1.5% of the loans in our originated loan portfolio) were fixed-rate with a maturity over 5 years. As of September 30, 2015, 64.8% of our total loans (and 62.8% of the loans in our originated loan portfolio) was made up of variable-rate loans. The fixed-rate portion of our originated portfolio had a weighted average time to maturity of 2.7 years. The following table presents the contractual maturities of our loan portfolio at the dates indicated, segregated into fixed and variable interest rate loans as of September 30, 2015:

 

 41 

 

 

As of September 30, 2015  Fixed Interest Rate   Variable Interest Rate   Total 
   (in thousands) 
Maturity               
One year or less  $107,245   $160,256   $267,501 
One to five years   348,726    271,919    620,645 
More than five years   32,904    469,225    502,129 
Total loans  $488,875   $901,400   $1,390,275 

 

Loan Growth

 

We monitor new loan production by loan type, borrower type, market and profitability. Our operating strategy focuses on growing assets by originating commercial and consumer loans that we believe to be of high quality. For the nine-month period ended September 30, 2015, we originated a total of $446.9 million of new loans, including $389.2 million of real estate loans ($74.4 million, $172.1 million and $142.7 million of which were residential, commercial and construction real estate loans, respectively), $24.2 million of commercial loans, and $33.5 million of consumer loans. As of September 30, 2015, the average loan outstanding size in our originated portfolio was $1.0 million. For the nine-month period ended September 30, 2014, we originated a total of $349.7 million of new loans, including $311.4 million of real estate loans ($44.6 million, $144.4 million and $122.3 million of which were residential, commercial and construction real estate loans, respectively), $33.7 million of commercial loans, and $4.6 million of consumer loans.

 

   Nine-Month Period Ended
September 30, 2015
   Nine-Month Period Ended
September 30, 2014
 
   Amount   % of Total   Amount   % of Total 
   (in thousands, except %) 
New loan originations                    
Real estate:                    
Residential  $74,418    16.7   $44,619    12.8 
Commercial   172,053    38.5    144,436    41.3 
Construction   142,738    31.9    122,327    35.0 
Total real estate   389,209    87.1    311,382    89.1 
Commercial   24,238    5.4    33,682    9.6 
Consumer   33,458    7.5    4,594    1.3 
Total loans  $446,905    100.0   $349,658    100.0 

 

The total loan origination amount in the nine-month period ended September 30, 2015 reflected strong organic growth across our markets.

 

In addition to growing organically, our acquisition strategy, which has focused on acquiring banks in Florida regional markets, has resulted in an increase in the number and balance of loans outstanding after each transaction. Subsequently, these balances decline as these loans mature and are paid down. These acquired loans were recorded at their fair value, such that there was no carryover of the allowance for loan losses. As of September 30, 2015 and December 31, 2014, the breakdown of our portfolio by originating bank was as follows:

 

 42 

 

 

   As of September 30, 2015   As of December 31, 2014 
   Amount   % of Total   Amount   % of Total 
   (in thousands, except %) 
Originating Bank                    
C1 Bank  $1,095,247    78.8   $840,275    70.7 
Community Bank of Manatee   53,411    3.8    64,121    5.4 
First Community Bank of America   116,770    8.4    136,476    11.5 
The Palm Bank   20,312    1.5    24,073    2.0 
First Community Bank of Southwest Florida   104,535    7.5    123,577    10.4 
Total loans  $1,390,275    100.0   $1,188,522    100.0 

 

Asset Quality

 

In order to operate with a sound risk profile, we have focused on originating loans we believe to be of high quality and disposing of nonperforming assets as rapidly as possible.

 

For certain acquired loans, there was evidence at acquisition of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The unpaid principal balance and carrying amount of these purchased credit impaired loans at September 30, 2015 and December 31, 2014 were as follows:

 

   September 30, 2015   December 31, 2014 
   (in thousands) 
Unpaid principal balance  $36,219   $38,831 
Carrying amount, net of allowance of $53 and $92   25,569    28,081 

 

Accretable discount, or income expected to be collected was $2.0 million and $2.4 million at September 30, 2015 and December 31, 2014, respectively.

 

Foreign Outstandings

 

We have made four commercial loans to three Brazilian corporations, which at September 30, 2015 and December 31, 2014 in total exceeded 1% of our total assets. These loans to the three Brazilian borrowers are secured by collateral outside of the U.S., and had aggregate outstanding balances at September 30, 2015 and December 31, 2014, of $41.2 million and $44.0 million, representing 2.4% and 2.9% of our total assets, respectively. These loans to foreign borrowers were made in accordance with the credit policy and procedures in place at the time of origination. The first two loans, with a combined recorded investment of $17.4 million, are secured by a first lien on farmland appraised at $44.7 million (of which we are entitled to 50.9%, as the collateral is shared on a first lien basis with another bank), representing a 76% loan-to-value. The three main parcels of this collateral pool (representing 83% of collateral) were appraised during 2014, and the rest in 2012. These loans were past due 31 days as of October 16, 2015. The third loan, with a recorded investment of $17.6 million, is secured by a first lien on farmland appraised at $39.9 million during 2015, representing a 44% loan-to-value. This loan was included in the 30-59 days past due category as of September 30, 2015. One payment was received in early October but the payment needed to bring the loan current has been delayed. The final loan, with a recorded investment of $6.2 million is secured by closely held stock. This loan is current and paying as agreed. The Brazilian economy is experiencing negative growth, a material decline in the value of its currency, increasing rates of inflation, growing unemployment, banking strikes and higher interest rates; the country has been recently downgraded by one of the rating agencies to non-investment grade (junk) status. These macroeconomic trends coupled with a growing corruption scandal involving the government, state-owned enterprises and some of the largest private corporations have placed significant stress on the Brazilian economy and may affect the ability of our borrowers to repay their loans and the value of our underlying collateral. Exchange rate fluctuations may stress the debt service coverage of these borrowers and impact the U.S. dollar value of the collateral. We may be forced to modify these loans in an attempt to collect, which would increase our level of classified assets, would harm our earnings, negatively impact our capital, and which could increase regulatory scrutiny. The substantial size of each of these individual relationships could, if unpaid, materially adversely affect our earnings and capital. These three borrowers are not affiliates of our controlling stockholders and the loans were not made in consideration of our relationship with our controlling stockholders. We are not actively seeking additional loans with collateral in Brazil.

 

 43 

 

 

Nonperforming and Substandard Assets

 

Our nonperforming loans consist of loans that are on nonaccrual status, including nonperforming troubled debt restructurings. Loans graded as substandard but still accruing, which may include loans restructured as troubled debt restructurings, are considered impaired and classified substandard. Troubled debt restructurings include loans on which we have granted a concession on the interest rate or original repayment terms due to financial difficulties of the borrower.

 

We generally place loans on nonaccrual status when they become 90 days or more past due, unless they are well secured and in the process of collection. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When a loan is placed on nonaccrual status, any interest previously accrued but not collected, is reversed from income. The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of September 30, 2015 and December 31, 2014, there were $16.8 million and $20.9 million, respectively, in nonperforming loans. If such nonperforming loans would have been current during the nine-month period ended September 30, 2015, the year ended December 31, 2014 and the nine-month period ended September 30, 2014, we would have recorded an additional $736 thousand, $1.1 million and $832 thousand of interest income, respectively. No interest income from nonperforming loans was recognized for the nine-month period ended September 30, 2015, the year ended December 31, 2014 and the nine-month period ended September 30, 2014.

 

As of September 30, 2015 and December 31, 2014, we had no accruing loans that were contractually past due 90 days or more as to principal and interest. As of September 30, 2015, we had three troubled debt restructurings totaling $961 thousand and as of December 31, 2014, we had two troubled debt restructurings totaling $906 thousand.

 

Accounting standards require the Bank to identify loans, where full repayment of principal and interest is doubtful, as impaired loans. These standards require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan’s effective interest rate, or by using the observable market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. We have implemented these standards in our monthly review of the adequacy of the allowance for loan losses, and identify and value impaired loans in accordance with guidance on these standards. As part of the review process, the Bank also identifies loans classified as special mention, which have a potential weakness that deserves management’s close attention. In our loan review process, we seek to identify and address classified and nonperforming loans as early as possible.

 

Loans totaling $23.9 million were classified substandard under the Bank’s policy at September 30, 2015, while loans totaling $28.3 million were classified substandard under the Bank’s policy at December 31, 2014. The decrease in September 30, 2015 when compared to December 31, 2014 was mainly due to the work out of substandard loans as the Bank focuses its efforts in resolving nonperforming assets through foreclosure. The following tables set forth information related to the credit quality of our loan portfolio at September 30, 2015 and December 31, 2014:

 

As of September 30, 2015  Pass   Special
Mention
   Substandard   Total 
   (in thousands) 
Real estate:                    
Residential  $259,152   $2,548   $5,538   $267,238 
Commercial   759,459    15,906    16,304    791,669 
Construction   167,210    893    720    168,823 
Total real estate   1,185,821    19,347    22,562    1,227,730 
Commercial   75,207    353    1,380    76,940 
Consumer   85,455    149    1    85,605 
Total loans  $1,346,483   $19,849   $23,943   $1,390,275 

 

 44 

 

 

As of December 31, 2014  Pass   Special
Mention
   Substandard   Total 
   (in thousands) 
Real estate:                    
Residential  $215,998   $2,405   $6,013   $224,416 
Commercial   686,197    17,960    19,420    723,577 
Construction   105,027    1,357    1,052    107,436 
Total real estate   1,007,222    21,722    26,485    1,055,429 
Commercial   73,321    311    1,728    75,360 
Consumer   57,568    61    104    57,733 
Total loans  $1,138,111   $22,094   $28,317   $1,188,522 

 

Real estate we have acquired through bank acquisitions or as a result of foreclosure is classified as OREO until sold. Our policy is to initially record OREO at fair value less estimated costs to sell at the date of foreclosure. After foreclosure, other real estate is carried at the lower of the initial carrying amount (fair value less estimated costs to sell or lease), or at the value determined by subsequent appraisals of the other real estate. Subsequent decreases in value are booked as other real estate owned—valuation allowance expense in the income statement. We held $26.5 million of OREO as of September 30, 2015, a decline of $8.4 million from the $34.9 million as of December 31, 2014, mainly due to sales. Our ratio of total nonperforming assets to total assets improved to 2.53% at September 30, 2015 from 3.63% at December 31, 2014, primarily due to the decline in OREO and nonperforming loans.

 

The following table sets forth certain information on nonperforming loans and OREO, the ratio of such loans and OREO to total assets as of the dates indicated, and certain other related information.

 

   As of 
   September 30, 2015   December 31, 2014 
         
Total nonperforming loans  $16,774   $20,894 
OREO   26,490    34,916 
Total nonperforming loans as a percentage of total loans   1.21%   1.76%
Total nonperforming assets as a percentage of total assets   2.53%   3.63%
Total accruing loans over 90 days delinquent as a percentage of total assets   0.00%   0.00%
Loans restructured as troubled debt restructurings  $961   $906 
Troubled debt restructurings as a percentage of total loans   0.07%   0.08%

 

Allowance for Loan Losses

 

The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the allowance for loan losses at an adequate level to absorb probable incurred losses in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under GAAP. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Among the material estimates required to establish the allowance are loss exposure at default, the amount and timing of future cash flows on impacted loans, value of collateral, and determination of the loss factors to be applied to the various elements of the portfolio.

 

 45 

 

 

Our allowance for loan losses consists of two components. The first component is allocated to individually evaluated loans found to be impaired and is calculated in accordance with ASC 310. The second component is allocated to all other loans that are not individually identified as impaired pursuant to ASC 450 (“nonimpaired loans”). This component is calculated for all nonimpaired loans on a collective basis in accordance with ASC 450. For additional discussion on our calculation of the allowance for loan losses, see “—Critical Accounting Policies and Estimates—Allowance for Loan Losses”.

 

The nonperforming loans related to acquired banks were marked to market and recorded at fair value at acquisition with no carryover of the allowance for loan losses. Therefore, our allowance for loan losses mainly reflects the general component allowance for performing loans originated by C1 Bank.

 

Our allowance for loan losses was allocated as follows as of the dates indicated in the table below:

 

   As of 
   September 30, 2015   December 31, 2014 
   Amount   % of Loans to
Total Loans
   Amount   % of Loans to
Total Loans
 
                 
Real estate:                    
Residential  $1,514    19.2   $820    18.9 
Commercial   4,386    57.0    3,423    60.9 
Construction   1,026    12.1    416    9.0 
Total real estate   6,926    88.3    4,659    88.8 
Commercial   471    5.5    373    6.3 
Consumer   535    6.2    292    4.9 
Total allowance for loan losses  $7,932    100.0   $5,324    100.0 

 

The following table sets forth certain information with respect to activity in our allowance for loan losses during the periods indicated:

 

   Three-Month Periods Ended
September 30,
   Nine-Month Periods Ended
September 30,
 
   2015   2014   2015   2014 
Allowance for loan losses at beginning of period  $7,675   $4,593   $5,324   $3,412 
Charge-offs:                    
Residential real estate   (50)   (126)   (50)   (224)
Commercial real estate   (2)   (1)   (3)   (205)
Construction   -    -    -    - 
Commercial   (1)   (9)   (67)   (4,055)
Consumer   (41)   (21)   (47)   (259)
Total charge-offs   (94)   (157)   (167)   (4,743)
Recoveries:                    
Residential real estate   76    527    298    964 
Commercial real estate   41    37    186    266 
Construction   136    31    228    334 
Commercial   105    183    550    358 
Consumer   60    20    113    35 
Total recoveries   418    798    1,375    1,957 
Net (charge-offs) recoveries   324    641    1,208    (2,786)
Provision (reversal of provision) for loan losses   (67)   207    1,400    4,815 
Allowance for loan losses at end of period  $7,932   $5,441   $7,932   $5,441 
Ratio of annualized net charge-offs (recoveries) during the period to average loans outstanding during the period   (0.09)%   (0.23)%   (0.13)%   0.35%
Allowance for loan losses as a percentage of total loans at end of period   0.57    0.48    0.57    0.48 
Allowance for loan losses as a percentage of nonperforming loans   47.29    26.39    47.29    26.39 

 

 46 

 

 

Our allowance for loan losses to total loans increased to 0.57% at September 30, 2015 from 0.48% at September 30, 2014, and our allowance for loan losses to nonperforming loans increased to 47.29% at September 30, 2015 from 26.39% at September 30, 2014. Additionally, as a result of our acquisition strategy, we acquired the right to seek deficiency judgments resulting from defaulted loans from our acquired banks (including loans that defaulted before the acquisitions). We have actively pursued recovery of these deficiency amounts. This strategy has resulted in recoveries of $1.4 million and $2.0 million in the nine-month periods ended September 30, 2015 and September 30, 2014, respectively.

 

Investment Securities

 

We did not carry any balance of investment securities as of September 30, 2015 and December 31, 2014 due to our decision to sell the entirety of our securities available for sale portfolio in 2013. This decision was based on our assessment that improving economic conditions could begin to put upward pressure on interest rates, which prompted us to redeploy these assets into loans.

 

Bank-Owned Life Insurance

 

As of September 30, 2015 and December 31, 2014, we maintained investments in bank-owned life insurance of $43.0 million and $43.9 million, respectively, $35.0 million of which was purchased during December 2014. The purchase allowed us to deploy excess cash, has enhanced noninterest income and offset the rising costs of employee benefits. Included in the balance at September 30, 2015 and December 31, 2014 was $7.5 million and $8.9 million, respectively, relating to policies on former officers of an acquired bank, $1.5 million of which was surrendered in the second quarter of 2015. During the second quarter of 2015, we sent surrender notices for the remaining $7.5 million acquired polices. We expect to receive the proceeds within six to twelve months, at which time we may decide to use these proceeds to increase the investment in the BOLI purchased during December 2014.

 

Deposits

 

We monitor deposit growth by account type, market and rate. We seek to fund asset growth primarily with low-cost customer deposits in order to maintain a stable liquidity profile and net interest margin. Total deposits as of September 30, 2015 and December 31, 2014 were $1.264 billion and $1.168 billion, respectively. Our growth in deposits during the first nine months of 2015 was due primarily to our organic growth efforts by our banking centers and marketing team to expand our client reach, including the opening of our branch in Doral in April 2015.

 

 47 

 

 

 

The following table sets forth the distribution by type of our deposit accounts for the dates indicated.

 

   As of 
   September 30, 2015   December 31, 2014 
   Amount   % of Total
Deposits
   Amount   % of Total
Deposits
 
   (in thousands, except %) 
Deposit Type                    
Noninterest-bearing demand  $336,361    26.6   $278,543    23.9 
Interest-bearing demand   177,688    14.1    140,598    12.0 
Money market and savings   483,745    38.2    435,105    37.3 
Time   266,586    21.1    313,256    26.8 
Total deposits  $1,264,380    100.0   $1,167,502    100.0 
Time Deposits                    
0.00 - 0.50%  $30,852    11.6   $25,294    8.1 
0.51 - 1.00%   56,770    21.3    77,480    24.7 
1.01 - 1.50%   126,424    47.4    160,808    51.3 
1.51 - 2.00%   28,562    10.7    27,813    8.9 
2.01 - 2.50%   20,402    7.7    11,160    3.6 
Above 2.50%   3,576    1.3    10,701    3.4 
Total time deposits  $266,586    100.0   $313,256    100.0 

 

The following tables set forth our time deposits segmented by months to maturity and deposit amount:

 

   As of September 30, 2015 
   Time Deposits of
$100 and Greater
   Time Deposits of
Less Than $100
   Total 
   (dollars in thousands) 
Months to maturity:               
Three or less  $16,432   $13,820   $30,252 
Over Three to Six   6,131    10,205    16,336 
Over Six to Twelve   48,387    20,787    69,174 
Over Twelve   79,427    71,397    150,824 
Total  $150,377   $116,209   $266,586 

 

 48 

 

 

   As of December 31, 2014 
   Time Deposits of
$100 and Greater
   Time Deposits of
Less Than $100
   Total 
   (dollars in thousands) 
Months to maturity:               
Three or less  $48,262   $22,535   $70,797 
Over Three to Six   33,493    21,831    55,324 
Over Six to Twelve   22,783    25,137    47,920 
Over Twelve   79,180    60,035    139,215 
Total  $183,718   $129,538   $313,256 

 

As of September 30, 2015 and December 31, 2014, we had brokered deposits of $38.7 million and $17.0 million, respectively.

 

Borrowings

 

Deposits are the primary source of funds for our lending activities and general business purposes; however, we may obtain advances from the FHLB, purchase federal funds, and engage in overnight borrowing from the Federal Reserve, correspondent banks, or by entering into client purchase agreements. We also use these sources of funds as part of our asset/liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds. This may include match funding of fixed-rate loans. Our level of short-term borrowings can fluctuate on a daily basis depending on funding needs and the source of funds to satisfy the needs. As of September 30, 2015, we had $242.0 million outstanding in advances from the FHLB with the following average rates and maturities:

 

   As of September 30, 2015 
   Amount   % of total   Average rate (%) 
Maturity year:               
2015  $13,000    5.4    0.44%
2016   32,000    13.2    1.66%
2017   12,000    5.0    2.13%
2018   45,000    18.6    1.52%
2019   45,000    18.6    1.98%
2020   85,000    35.1    1.85%
2023   10,000    4.1    2.70%
Total  $242,000    100.0    1.76%

 

Liquidity and Capital Resources

 

Liquidity Management

 

We are expected to maintain adequate liquidity at the Bank. Liquidity refers to our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. We manage liquidity based upon policy limits set by the board of directors and cash flow modeling. To maintain adequate liquidity, we also monitor indicators of potential liquidity risk, utilize cash flow projection models to forecast liquidity needs, model liquidity stress scenarios and develop contingency plans, and identify alternative back-up sources of liquidity. The liquidity reserve may consist of cash on hand, cash on demand in deposits with correspondent banks, cash equivalents such as federal funds sold, United States securities or securities guaranteed by the United States, and other investments. In addition, we have a fed funds line of $25 million with our correspondent bank and available borrowing capacity with the FHLB based on our collateral position. We believe that the sources of available liquidity are adequate to meet all reasonably immediate short-term and intermediate-term demands.

 

As of September 30, 2015, we held cash equal to 13.6% of total deposits and borrowings due in less than 12 months, which represented approximately $30.7 million of excess cash above our target.

 

 49 

 

 

We intend to use our current excess liquidity and capital for general corporate purposes, including loan growth.

 

Capital Management

 

We manage capital to comply with our internal planning targets and regulatory capital standards. We review capital levels on a monthly basis. We evaluate a number of capital ratios, including regulatory capital ratios required by the federal banking agencies such as Tier 1 capital to risk-weighted assets and Tier 1 capital to average total adjusted assets (the leverage ratio).

 

As of September 30, 2015 and December 31, 2014, we had an equity-to-assets ratio of 11.65% and 12.15%, respectively. As of September 30, 2015 and December 31, 2014, we had a Tier 1 capital to risk-weighted assets ratio of 13.51% and 14.33%, respectively, and a Tier 1 leverage ratio of 11.79% and 11.95%, respectively. The regulatory capital ratios as of September 30, 2015 were calculated under Interim Final Basel III rules and the regulatory capital ratios as of December 31, 2014 were calculated under Basel I rules. There is no threshold for well-capitalized status for bank holding companies.

 

As of September 30, 2015 and December 31, 2014, the regulatory capital ratios of the Company and Bank exceeded the required minimums, as seen in the table below:

 

   Actual   Required for Capital
Adequacy Purposes
   Well Capitalized Under
Prompt Corrective Action
Provision
 
September 30, 2015  Amount   Ratio (%)   Amount   Ratio (%)   Amount   Ratio (%) 
   (in thousands, except %) 
Total capital to risk-weighted assets                              
  C1 Financial, Inc.  $206,885    14.04%  $117,851    8.00%  $ N/A    N/A 
  C1 Bank   206,203    14.00%   117,843    8.00%   147,304    10.00%
Tier 1 capital to risk-weighted assets                              
  C1 Financial, Inc.   198,953    13.51%   88,388    6.00%   N/A    N/A 
  C1 Bank   198,271    13.46%   88,383    6.00%   117,843    8.00%
Common equity tier 1 capital to risk-weighted assets                              
  C1 Financial, Inc.   198,953    13.51%   66,291    4.50%   N/A    N/A 
  C1 Bank   198,271    13.46%   66,287    4.50%   95,748    6.50%
Tier 1 leverage ratio                              
  C1 Financial, Inc.   198,953    11.79%   67,492    4.00%   N/A    N/A 
  C1 Bank   198,271    11.75%   67,488    4.00%   84,360    5.00%

 

   Actual   Required for Capital
Adequacy Purposes
   Well Capitalized Under
Prompt Corrective Action
Provision
 
December 31, 2014  Amount   Ratio (%)   Amount   Ratio (%)   Amount   Ratio (%) 
   (in thousands, except %) 
Total capital to risk-weighted assets                              
  C1 Financial, Inc.  $190,712    14.74%  $103,532    8.00%  $ N/A    N/A 
  C1 Bank   190,019    14.68%   103,523    8.00%   129,404    10.00%
Tier 1 capital to risk-weighted assets                              
  C1 Financial, Inc.   185,388    14.33%   51,766    4.00%   N/A    N/A 
  C1 Bank   184,695    14.27%   51,762    4.00%   77,642    6.00%
Tier 1 leverage ratio                              
  C1 Financial, Inc.   185,388    11.95%   62,049    4.00%   N/A    N/A 
  C1 Bank   184,695    11.91%   62,045    4.00%   77,556    5.00%

 

 50 

 

 

Off-Balance Sheet Arrangements

 

We are party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments largely include commitments to extend credit and standby letters of credit. Total amounts committed under these financial instruments were $210.4 million and $189.0 million as of September 30, 2015 and December 31, 2014, respectively. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

 

Our exposure to credit loss in the event of nonperformance by the other party to financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. We use the same credit policies in making commitments to extend credit and generally use the same credit policies for letters of credit as for on-balance sheet instruments.

 

Unused lines of credit and commitments to fund loans are legally binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Unused commercial lines of credit, which comprise a substantial portion of these commitments, generally expire within a year from their date of origination. The amount of collateral obtained, if any, by us upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include security interests in business assets, mortgages on commercial and residential real estate, deposit accounts with financial institutions, and securities.

 

We believe the likelihood of our unused lines of credit and standby letters of credit either needing to be totally funded or funded at the same time is low. However, should significant funding requirements occur, we have cash and available borrowing capacity from various sources to meet these requirements.

 

Our off-balance sheet arrangements at September 30, 2015 and December 31, 2014 are summarized in the tables that follow:

 

   Amount of Commitment Expiration Per Period as of September 30, 2015 
   1 Year or Less   Over 1
Through 3
Years
   Over 3
Through 5
Years
   Over 5 Years   Total Amounts
Committed
 
   (in thousands) 
                     
Unused lines of credit  $12,794   $7,080   $2,645   $16,967   $39,486 
Standby letters of credit   2,203    67    101    -    2,371 
Commitments to fund loans   42,728    67,155    18,316    40,333    168,532 
Total  $57,725   $74,302   $21,062   $57,300   $210,389 

 

   Amount of Commitment Expiration Per Period as of December 31, 2014 
   1 Year or Less   Over 1
Through 3
Years
   Over 3
Through 5
Years
   Over 5 Years   Total Amounts
Committed
 
   (in thousands) 
                     
Unused lines of credit  $12,808   $10,778   $6,340   $9,704   $39,630 
Standby letters of credit   -    1,473    67    -    1,540 
Commitments to fund loans   17,080    65,402    26,838    38,559    147,879 
Total  $29,888   $77,653   $33,245   $48,263   $189,049 

 

 51 

 

 

Generally Accepted Accounting Principles (GAAP) Reconciliation and Explanation of Non-GAAP Financial Measures

(In thousands, except per share and employee data)

 

Some of the financial measures included in this Quarterly Report on Form 10-Q are not measures of financial performance recognized by GAAP. We believe these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition and results of operations computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP measures that other companies use. The following tables provide a more detailed analysis of these non-GAAP financial measures.

 

   Third Quarter   Second
Quarter
   First Quarter   Fourth
Quarter
   Third Quarter 
   2015   2015   2015   2014   2014 
                          
Loan loss reserves                         
Allowance for loan losses  $7,932   $7,675   $5,787   $5,324   $5,441 
Acquired performing loans discount   2,830    3,047    3,242    3,532    3,811 
Total  $10,762   $10,722   $9,029   $8,856   $9,252 
Loans receivable, gross  $1,390,275   $1,361,459   $1,256,606   $1,188,522   $1,134,351 
Allowance for loan losses to total loans receivable   0.57%   0.56%   0.46%   0.45%   0.48%
Allowance plus performing loans discount to total loans receivable   0.77%   0.79%   0.72%   0.75%   0.82%
                          
Efficiency ratio                         
Noninterest expense  $11,972   $11,845   $11,835   $14,005   $11,280 
Taxable-equivalent net interest income  $18,040   $16,811   $15,575   $14,919   $14,022 
Noninterest income  $2,114   $4,335   $1,602   $1,554   $1,797 
Gains on sales of securities   -    -    -    -    - 
Adjusted noninterest income  $2,114   $4,335   $1,602   $1,554   $1,797 
Efficiency ratio   59.4%   56.0%   68.9%   85.0%   71.3%
                          
Revenue and average assets per average number of employees                         
Interest income  $20,546   $19,115   $17,769   $17,158   $16,245 
Noninterest income   2,114    4,335    1,602    1,554    1,797 
Total revenue  $22,660   $23,450   $19,371   $18,712   $18,042 
Total revenue annualized  $89,901   $94,058   $78,560   $74,238   $71,580 
Total average assets  $1,687,662   $1,615,468   $1,576,419   $1,552,264   $1,493,667 
Average number of employees   245    245    241    242    235 
Revenue per average number of employees  $367   $384   $326   $307   $305 
Average assets per average number of employees  $6,888   $6,594   $6,541   $6,414   $6,356 
                          
Tangible stockholders' equity and Tangible book value per share                         
Total stockholders' equity  $199,560   $194,555   $189,812   $186,638   $185,296 
Less:  Goodwill   (249)   (249)   (249)   (249)   (249)
Other intangible assets   (754)   (824)   (904)   (987)   (1,074)
Tangible stockholders' equity  $198,557   $193,482   $188,659   $185,402   $183,973 
                          
Common shares outstanding   16,101    16,101    16,101    16,101    16,101 
Book value per share  $12.39   $12.08   $11.79   $11.59   $11.51 
Tangible book value per share   12.33    12.02    11.72    11.51    11.43 
                          
Adjusted yield earned on loans                         
Reported yield on loans   5.87%   5.89%   5.90%   5.84%   5.79%
Effect of accretion income on acquired loans   (0.10)%   (0.10)%   (0.14)%   (0.19)%   (0.14)%
Adjusted yield on loans   5.77%   5.79%   5.76%   5.65%   5.65%
                          
Adjusted rate paid on total deposits                         
Reported rate paid on total deposits   0.46%   0.44%   0.47%   0.50%   0.52%
Effect of premium amortization on acquired deposits   0.00%   0.01%   0.01%   0.00%   0.01%
Adjusted rate paid on total deposits   0.46%   0.45%   0.48%   0.50%   0.53%
                          
Adjusted net interest margin                         
Reported net interest margin   4.75%   4.71%   4.56%   4.24%   4.18%
Effect of accretion income on acquired loans   (0.09)%   (0.09)%   (0.12)%   (0.16)%   (0.11)%
Effect of premium amortization on acquired deposits and borrowings   (0.02)%   (0.02)%   (0.03)%   (0.03)%   (0.04)%
Adjusted net interest margin   4.64%   4.60%   4.41%   4.05%   4.03%
                          
Average excess cash                         
Average total deposits  $1,237,460   $1,185,325   $1,186,076   $1,174,001   $1,147,816 
Borrowings due in one year or less   16,136    17,750    25,189    28,940    34,753 
Total base for liquidity  $1,253,596   $1,203,075   $1,211,265   $1,202,941   $1,182,569 
Minimum liquidity level (10% of base) (a)  $125,360   $120,308   $121,127   $120,294   $118,257 
Average cash and cash equivalents (b)   159,767    168,740    204,588    271,827    262,617 
Cash above liquidity level (b)-(a)   34,407    48,432    83,461    151,533    144,360 
Less estimated short-term deposits   (23,834)   (20,823)   (11,353)   (24,421)   (28,440)
Average excess cash  $10,573   $27,609   $72,108   $127,112   $115,920 
                          
Tangible equity to tangible assets                         
Total stockholders' equity  $199,560   $194,555   $189,812   $186,638   $185,296 
Less:  Goodwill   (249)   (249)   (249)   (249)   (249)
Other intangible assets   (754)   (824)   (904)   (987)   (1,074)
Tangible stockholders' equity  $198,557   $193,482   $188,659   $185,402   $183,973 
                          
Total assets  $1,712,483   $1,677,806   $1,596,739   $1,536,691   $1,548,045 
Less:  Goodwill   (249)   (249)   (249)   (249)   (249)
          Other intangible assets   (754)   (824)   (904)   (987)   (1,074)
Tangible assets  $1,711,480   $1,676,733   $1,595,586   $1,535,455   $1,546,722 
                          
Equity/Assets   11.65%   11.60%   11.89%   12.15%   11.97%
Tangible Equity/Tangible Assets   11.60%   11.54%   11.82%   12.07%   11.89%

 

 52 

 

 

Definitions of Non-GAAP financial measures

 

Allowance for loan losses plus performing loans discount to total loans receivable adds the remaining discount on acquired performing loans to the allowance for loan losses to determine the total reserves and loan discounts established against our loans. Our management believes that this metric provides useful information for investors to analyze the overall level of reserves in banks that have completed acquisitions with no allowance carryover.

 

Efficiency ratio is defined as total noninterest expense divided by the sum of taxable-equivalent net interest income and noninterest income. Noninterest income is adjusted for nonrecurring gains and losses on sales of securities. This ratio is important to investors looking for a measure of efficiency in the Company's productivity measured by the amount of revenue generated for each dollar spent.

 

Revenue per average number of employees is annualized total interest income and total noninterest income divided by the average number of employees during the period and measures the Company's productivity by calculating the average amount of revenue generated per employee. Average assets per average number of employees is average assets divided by the average number of employees during the period and measures the average value of assets per employee.

 

Tangible stockholders' equity is defined as total equity reduced by goodwill and other intangible assets. Tangible book value per share is tangible stockholders' equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets. We have not considered loan servicing rights as an intangible asset for purposes of this calculation.

 

Adjusted yield earned on loans is our yield on loans after excluding loan accretion from our acquired loan portfolio. Our management uses this metric to better assess the impact of purchase accounting on yield on loans, as the effect of loan discounts accretion is expected to decrease as the acquired loans mature or roll off of our balance sheet.

 

Adjusted rate paid on total deposits is our cost of deposits after excluding amortization of premiums for acquired time deposits. Our management uses this metric to better assess the impact of purchase accounting on cost of deposits, as the effect of amortization of premiums related to deposits is expected to decrease as the acquired deposits mature or roll off of our balance sheet.

 

Adjusted net interest margin is net interest margin after excluding loan accretion from the acquired loan portfolio and amortization of premiums for acquired time deposits and Federal Home Loan Bank advances. Our management uses this metric to better assess the impact of purchase accounting on net interest margin, as the effect of loan discounts accretion and amortization of premiums related to deposits or borrowings is expected to decrease as the acquired loans and deposits mature or roll off of our balance sheet.

 

 53 

 

 

Average excess cash represents the cash and cash equivalents in excess of our minimum liquidity level (defined as 10% of average total deposits plus borrowings due in one year or less), minus Company estimated short-term deposits. In 2015, based on an historical analysis, we changed our methodology for estimating short-term deposits, which reduced the results beginning in the first quarter of 2015.

 

Tangible equity to tangible assets is defined as total equity reduced by goodwill and other intangible assets, divided by total assets reduced by goodwill and other intangible assets. This measure is important to investors interested in relative changes from period-to-period in total equity and total assets, each exclusive of changes in intangible assets. We have not considered loan servicing rights as an intangible asset for purposes of this calculation.

 

Item 3.    Quantitative and Qualitative Disclosure About Market Risk

 

Interest Rate Risk Management

 

Interest rate risk management is carried out through our directors’ asset/liability committee (“ALCO”) & investments committee, which consists of certain directors and our Chief Executive Officer, supported by our Chief Financial Officer, business unit heads and certain other officers. To manage interest rate risk, our board of directors has established quantitative and qualitative guidelines with respect to our net interest income exposure and how interest rate shocks affect our financial performance. Consistent with industry practice, we measure interest rate risk by utilizing the concept of economic value of equity, which is the intrinsic value of assets, less the intrinsic value of liabilities. Economic value of equity does not take into account management intervention and assumes the change is instantaneous. Further, economic value of equity only evaluates risk to the current balance sheet. Therefore, in addition to this measurement, we also evaluate and consider the impact of interest rate shocks on other business factors, such as forecasted net interest income for subsequent years. In both cases, sensitivity is measured versus a base case, which assumes the forward curve for interest rates as of the balance sheet date.

 

Management continually reviews and refines its interest rate risk management process in response to the changing economic climate. Currently, our model projects minus 400, minus 300, minus 200, minus 100, 0, plus 100, plus 200, plus 300 and plus 400 basis point changes to evaluate our interest rate sensitivity and to determine whether specific action is needed to improve the current structure, either through economic hedges and matching strategies or by utilizing derivative instruments. In the current interest rate environment, management believes the minus 200, minus 300 and minus 400 basis point scenarios are highly unlikely.

 

Based upon the current interest rate environment, as of September 30, 2015 and December 31, 2014, our sensitivity to interest rate risk based on a static scenario, assuming no change in asset and liability balances, was as follows:

 

As of September 30, 2015
   Next 12 Months         
Interest Rate  Net Interest Income   Economic Value of Equity 
Change in Basis Points  $ Change   % Change   $ Change   % Change 
(in millions, except %)
(400)  $(9.8)   (13.8)  $(46.2)   (20.1)
(300)   (8.5)   (12.0)   (36.9)   (16.0)
(200)   (5.7)   (8.0)   (23.7)   (10.3)
(100)   (2.7)   (3.9)   (9.2)   (4.0)
0   -    -    -    - 
100   4.3    6.0    8.3    3.6 
200   8.6    12.1    15.6    6.8 
300   12.8    18.0    18.3    8.0 
400   17.0    24.0    27.1    11.8 

 

 54 

 

 

As of December 31, 2014
   Next 12 Months         
Interest Rate  Net Interest Income   Economic Value of Equity 
Change in Basis Points  $ Change   % Change   $ Change   % Change 
(in millions, except %)
(400)  $(5.3)   (8.6)  $(38.5)   (18.5)
(300)   (4.7)   (7.7)   (35.2)   (16.9)
(200)   (2.6)   (4.2)   (25.1)   (12.1)
(100)   (0.4)   (0.7)   (9.6)   (4.6)
0   -    -    -    - 
100   2.2    3.6    4.5    2.2 
200   4.6    7.5    7.4    3.5 
300   7.1    11.5    9.9    4.7 
400   9.5    15.5    11.7    5.6 

 

We used many assumptions to calculate the impact of changes in interest rates on our portfolio, and actual results may not be similar to projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. Actual results may also differ due to our actions, if any, in response to the changing rates.

 

In the event the model indicates an unacceptable level of risk, we may take a number of actions to reduce this risk, including adjusting the maturity and/or rate sensitivity of our borrowings, changing our loan portfolio strategy or entering into hedging transactions, among others. As of September 30, 2015, we were in compliance with all of the limits and policies established by management.

 

Item 4.    Controls and Procedures.

 

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as of September 30, 2015, and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 55 

 

 

Part II
Other Information

 

Item 1. Legal Proceedings

 

We are currently involved in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts as we believe to be reasonable under the circumstances, although insurance may or may not cover any or all of our liabilities in respect of claims and lawsuits. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial position, cash flows or operating results.

 

Item 1A. Risk Factors

 

As of October 16, 2015, there have been no material changes from the risk factors previously disclosed in response to “Part I—Item 3. Risk Factors” of our Registration Statement on Form S-1, No. 333-206107, declared effective by the Commission on August 13, 2015.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

The exhibits filed or furnished with this quarterly report are shown on the Exhibit List that follows the signatures to this report, which list is incorporated herein by reference.

 

 56 

 

 

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.

 

C1 FINANCIAL, INC.

 

Signature   Title   Date
         
/s/ Cristian A. Melej   Chief Financial Officer   October 16, 2015
Cristian A. Melej   (Principal Financial Officer)    

 

 57 

 

 

Exhibit Index***

 

Number   Exhibit Title
31.1*   Certification Statement of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Certification Statement of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1**   Certification Statement of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2**   Certification Statement of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101*   Interactive Data Files
     
*   Filed herewith.
     
**   Furnished herewith.
     
***   Reports filed under the Securities Exchange Act (Form 10-K, Form 10-Q and Form 8-K) are under File No. 001-36595.

 

 58