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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-0563799
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Exhibit 31.1
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Certification of CEO Pursuant to Section 302 of Sarbanes- Oxley Act of 2002
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Exhibit 31.2
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Certification of CFO Pursuant to Section 302 of Sarbanes- Oxley Act of 2002
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Exhibit 32
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Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350
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•
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our ability to execute our business strategy, as well as changes in our business strategy or development plans;
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•
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business and economic conditions generally and in the financial services industry;
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•
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economic, market, operational, liquidity, credit and interest rate risks associated with our business;
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•
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effects of any changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board;
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•
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changes imposed by regulatory agencies to increase our capital to a level greater than the current level required for well-capitalized financial institutions (including the impact of the joint final rules promulgated by the Federal Reserve Board, Office of the Comptroller of the Currency and the FDIC revising certain regulatory capital requirements to align with the Basel III capital standards and meet certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act);
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•
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effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations;
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•
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changes in the economy or supply-demand imbalances affecting local real estate values;
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•
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changes in consumer spending, borrowings and savings habits;
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•
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our ability to identify potential candidates for, obtain regulatory approval for, and consummate, acquisitions of financial institutions on attractive terms, or at all;
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•
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our ability to integrate acquisitions and to achieve synergies, operating efficiencies and/or other expected benefits within expected time-frames, or at all, or within expected cost projections, and to preserve the goodwill of acquired financial institutions;
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•
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our ability to achieve organic loan and deposit growth and the composition of such growth;
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•
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changes in sources and uses of funds, including loans, deposits and borrowings;
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•
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increased competition in the financial services industry, nationally, regionally or locally, resulting in, among other things, lower returns;
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•
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the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;
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•
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continued consolidation in the financial services industry;
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•
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our ability to maintain or increase market share and control expenses;
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•
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costs and effects of changes in laws and regulations and of other legal and regulatory developments, including, but not limited to, changes in regulation that affect the fees that we charge, the resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations, reviews or other inquiries.
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•
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technological changes;
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•
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the timely development and acceptance of new products and services and perceived overall value of these products and services by our clients;
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•
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changes in our management personnel and our continued ability to hire and retain qualified personnel;
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•
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ability to implement and/or improve operational management and other internal risk controls and processes and our reporting system and procedures;
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•
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regulatory limitations on dividends from our bank subsidiary;
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•
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changes in estimates of future loan reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
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•
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political instability, acts of war or terrorism and natural disasters;
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•
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impact of reputational risk on such matters as business generation and retention; and
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•
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our success at managing the risks involved in the foregoing items.
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March 31, 2014
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December 31, 2013
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ASSETS
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Cash and due from banks
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$
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65,785
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$
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67,420
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Due from Federal Reserve Bank of Kansas City
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117,871
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107,894
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Interest bearing bank deposits
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14,159
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14,146
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Cash and cash equivalents
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197,815
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189,460
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Investment securities available-for-sale (at fair value)
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1,720,840
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1,785,528
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Investment securities held-to-maturity (fair value of $614,123 and $636,405 at March 31, 2014 and December 31, 2013, respectively)
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616,221
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641,907
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Non-marketable securities
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31,109
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31,663
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Loans (including covered loans of $287,590 and $309,397 at March 31, 2014 and December 31, 2013, respectively)
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1,961,592
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1,854,094
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Allowance for loan losses
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(13,972
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)
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(12,521
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)
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Loans, net
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1,947,620
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1,841,573
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Loans held for sale
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2,143
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5,787
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Federal Deposit Insurance Corporation (“FDIC”) indemnification asset, net
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56,677
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64,447
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Other real estate owned
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65,983
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70,125
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Premises and equipment, net
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112,534
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115,219
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Goodwill
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59,630
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59,630
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Intangible assets, net
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20,893
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22,229
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Other assets
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82,122
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86,547
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Total assets
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$
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4,913,587
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$
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4,914,115
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Liabilities:
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Deposits:
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Non-interest bearing demand deposits
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$
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689,248
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$
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674,989
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Interest bearing demand deposits
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398,429
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386,762
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Savings and money market
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1,334,521
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1,280,871
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Time deposits
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1,443,898
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1,495,687
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Total deposits
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3,866,096
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3,838,309
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Securities sold under agreements to repurchase
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91,065
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99,547
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Due to FDIC
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33,309
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41,882
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Other liabilities
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27,268
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36,585
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Total liabilities
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4,017,738
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4,016,323
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Shareholders’ equity:
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Common stock, par value $0.01 per share: 400,000,000 shares authorized; 52,268,851 and 52,289,347 shares issued; 44,486,467 and 44,918,336 shares outstanding at March 31, 2014 and December 31, 2013, respectively
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512
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512
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Additional paid in capital
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990,700
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990,216
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Retained earnings
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39,121
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39,966
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Treasury stock of 6,761,257 and 6,306,551 shares at March 31, 2014 and December 31, 2013, respectively, at cost
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(134,953
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)
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(126,146
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)
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Accumulated other comprehensive income (loss), net of tax
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469
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(6,756
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)
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Total shareholders’ equity
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895,849
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897,792
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Total liabilities and shareholders’ equity
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$
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4,913,587
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$
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4,914,115
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For the three months ended
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March 31,
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||||||
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2014
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2013
|
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Interest and dividend income:
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Interest and fees on loans
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$
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33,247
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$
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36,135
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Interest and dividends on investment securities
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13,168
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13,248
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Dividends on non-marketable securities
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389
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394
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Interest on interest-bearing bank deposits
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81
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321
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Total interest and dividend income
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46,885
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50,098
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Interest expense:
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Interest on deposits
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3,506
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4,511
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Interest on borrowings
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32
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18
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Total interest expense
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3,538
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4,529
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Net interest income before provision for loan losses
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43,347
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45,569
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Provision for loan losses
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1,769
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1,417
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Net interest income after provision for loan losses
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41,578
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44,152
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Non-interest income (expense):
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||||
FDIC indemnification asset amortization
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(7,608
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)
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(4,669
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)
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FDIC loss sharing income (expense)
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(957
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)
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3,276
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Service charges
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3,540
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3,687
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Bank card fees
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2,374
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2,469
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Gain on sales of mortgages, net
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208
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306
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Gain on previously charged-off acquired loans
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296
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443
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OREO related write-ups and other income
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968
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974
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Other non-interest income
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825
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665
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Total non-interest income (expense)
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(354
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)
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7,151
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Non-interest expense:
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||||
Salaries and benefits
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20,774
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22,956
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Occupancy and equipment
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6,474
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|
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5,965
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|
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Telecommunications and data processing
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3,148
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|
|
3,469
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|
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Marketing and business development
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1,023
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|
|
1,379
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|
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FDIC deposit insurance
|
1,045
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|
|
1,047
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ATM/debit card expenses
|
751
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|
|
1,005
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|
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Professional fees
|
638
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|
|
1,396
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|
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Other non-interest expense
|
2,409
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|
|
2,908
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|
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Gain from the change in fair value of warrant liability
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(898
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)
|
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(627
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)
|
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Intangible asset amortization
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1,336
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|
|
1,336
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|
||
Other real estate owned expenses
|
1,633
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|
|
4,719
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|
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Problem loan expenses
|
685
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|
|
2,331
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|
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Total non-interest expense
|
39,018
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|
|
47,884
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|
||
Income before income taxes
|
2,206
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|
|
3,419
|
|
||
Income tax expense
|
775
|
|
|
1,337
|
|
||
Net income
|
$
|
1,431
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|
|
$
|
2,082
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Income per share—basic
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$
|
0.03
|
|
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$
|
0.04
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Income per share—diluted
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$
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0.03
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$
|
0.04
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Weighted average number of common shares outstanding:
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|
||||
Basic
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44,819,644
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52,320,622
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Diluted
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44,863,138
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52,346,525
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For the three months ended
|
||||||
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2014
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|
2013
|
||||
Net income
|
$
|
1,431
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|
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$
|
2,082
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Other comprehensive income, net of tax:
|
|
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|
||||
Securities available-for-sale:
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|
||||
Net unrealized gains (losses) arising during the period, net of tax (expense) benefit of ($4,962) and $1,872 for the three months ended March 31, 2014 and 2013, respectively
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8,070
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|
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(2,501
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)
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||
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$
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8,070
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|
$
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(2,501
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)
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Net unrealized holding gains on securities transferred between available-for-sale to held-to-maturity:
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|
||||
Less: amortization of net unrealized holding gains to income, net of tax benefit of $519 and $1,218 for the three months ended March 31, 2014 and 2013, respectively
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(845
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)
|
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(1,945
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)
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||
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(845
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)
|
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(1,945
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)
|
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Other comprehensive income (loss)
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7,225
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|
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(4,446
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)
|
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Comprehensive income (loss)
|
$
|
8,656
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|
|
$
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(2,364
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)
|
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Common
stock
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Additional
paid-in
capital
|
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Retained
earnings
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Treasury
stock
|
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Accumulated
other
comprehensive
income (loss), net
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Total
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||||||||||||
Balance, December 31, 2012
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$
|
523
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|
|
$
|
1,006,194
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|
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$
|
43,273
|
|
|
$
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(4
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)
|
|
$
|
40,573
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|
|
$
|
1,090,559
|
|
Net income
|
—
|
|
|
—
|
|
|
2,082
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|
|
—
|
|
|
—
|
|
|
2,082
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|
||||||
Stock-based compensation
|
—
|
|
|
1,441
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|
|
—
|
|
|
—
|
|
|
—
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|
|
1,441
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|
||||||
(Repurchase of 13,003 shares)/retirement of 240 treasury shares
|
—
|
|
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(234
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)
|
|
—
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|
4
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|
|
—
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|
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(230
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)
|
||||||
Dividends paid ($.05 per share)
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—
|
|
|
—
|
|
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(2,663
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)
|
|
—
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|
|
—
|
|
|
(2,663
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)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,446
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)
|
|
(4,446
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)
|
||||||
Balance, March 31, 2013
|
523
|
|
|
1,007,401
|
|
|
42,692
|
|
|
—
|
|
|
36,127
|
|
|
1,086,743
|
|
||||||
Balance, December 31, 2013
|
512
|
|
|
990,216
|
|
|
39,966
|
|
|
(126,146
|
)
|
|
(6,756
|
)
|
|
897,792
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
1,431
|
|
|
—
|
|
|
—
|
|
|
1,431
|
|
||||||
Stock-based compensation
|
—
|
|
|
720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
||||||
Issuance under equity compensation plan
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
||||||
Repurchase of shares (454,706 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,807
|
)
|
|
—
|
|
|
(8,807
|
)
|
||||||
Dividends paid ($.05 per share)
|
—
|
|
|
—
|
|
|
(2,276
|
)
|
|
—
|
|
|
—
|
|
|
(2,276
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,225
|
|
|
7,225
|
|
||||||
Balance, March 31, 2014
|
$
|
512
|
|
|
$
|
990,700
|
|
|
$
|
39,121
|
|
|
$
|
(134,953
|
)
|
|
$
|
469
|
|
|
$
|
895,849
|
|
|
For the three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,431
|
|
|
$
|
2,082
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Provision for loan losses
|
1,769
|
|
|
1,417
|
|
||
Depreciation and amortization
|
4,180
|
|
|
3,812
|
|
||
Current income tax receivable (payable)
|
6,017
|
|
|
(6,739
|
)
|
||
Deferred income tax asset
|
(4,584
|
)
|
|
(3,574
|
)
|
||
Discount accretion, net of premium amortization
|
1,320
|
|
|
5,466
|
|
||
Loan accretion
|
(17,733
|
)
|
|
(24,293
|
)
|
||
Net gain on sale of mortgage loans
|
(208
|
)
|
|
(306
|
)
|
||
Origination of loans held for sale, net of repayments
|
(6,506
|
)
|
|
(12,382
|
)
|
||
Proceeds from sales of loans held for sale
|
9,742
|
|
|
11,227
|
|
||
Amortization of indemnification asset
|
7,608
|
|
|
4,669
|
|
||
Gain on the sale of other real estate owned, net
|
(587
|
)
|
|
(1,805
|
)
|
||
Impairment on other real estate owned
|
822
|
|
|
4,526
|
|
||
Stock-based compensation
|
720
|
|
|
1,441
|
|
||
Decrease in due to FDIC, net
|
(8,573
|
)
|
|
(260
|
)
|
||
(Increase) decrease in other assets
|
(1,451
|
)
|
|
409
|
|
||
Decrease in other liabilities
|
(9,355
|
)
|
|
(3,443
|
)
|
||
Net cash provided by (used in) operating activities
|
(15,388
|
)
|
|
(17,753
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Sale of FHLB stock
|
554
|
|
|
49
|
|
||
Maturities of investment securities held-to-maturity
|
24,190
|
|
|
57,599
|
|
||
Maturities of investment securities available-for-sale
|
76,532
|
|
|
158,532
|
|
||
Purchase of investment securities available-for-sale
|
—
|
|
|
(554,355
|
)
|
||
Net (increase) decrease in loans
|
(90,125
|
)
|
|
50,634
|
|
||
Purchase of premises and equipment
|
(159
|
)
|
|
(2,122
|
)
|
||
Proceeds from sales of loans
|
422
|
|
|
19,755
|
|
||
Proceeds from sales of other real estate owned
|
4,143
|
|
|
25,726
|
|
||
Decrease in FDIC indemnification asset
|
162
|
|
|
55,287
|
|
||
Net cash used in investing activities
|
15,719
|
|
|
(188,895
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net increase (decrease) in deposits
|
27,787
|
|
|
(139,918
|
)
|
||
Decrease in repurchase agreements
|
(8,482
|
)
|
|
(575
|
)
|
||
Issuance under equity compensation plan
|
(236
|
)
|
|
—
|
|
||
Payment of dividends
|
(2,238
|
)
|
|
(2,616
|
)
|
||
Repurchase of shares
|
(8,807
|
)
|
|
(230
|
)
|
||
Net cash provided by (used in) financing activities
|
8,024
|
|
|
(143,339
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
8,355
|
|
|
(349,987
|
)
|
||
Cash and cash equivalents at beginning of the year
|
189,460
|
|
|
769,180
|
|
||
Cash and cash equivalents at end of period
|
$
|
197,815
|
|
|
$
|
419,193
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
3,484
|
|
|
$
|
4,906
|
|
Cash (received) paid during the period for taxes
|
$
|
(638
|
)
|
|
$
|
8,580
|
|
Supplemental schedule of non-cash investing activities:
|
|
|
|
||||
Loans transferred to other real estate owned at fair value
|
$
|
236
|
|
|
$
|
17,043
|
|
FDIC indemnification asset claims transferred to other assets
|
$
|
29
|
|
|
$
|
9,132
|
|
|
March 31, 2014
|
||||||||||||||
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
|
||||||||
Asset backed securities
|
$
|
2,066
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2,068
|
|
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
465,901
|
|
|
8,422
|
|
|
(1,367
|
)
|
|
472,956
|
|
||||
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
1,270,165
|
|
|
11,020
|
|
|
(35,788
|
)
|
|
1,245,397
|
|
||||
Other securities
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
||||
Total
|
$
|
1,738,551
|
|
|
$
|
19,444
|
|
|
$
|
(37,155
|
)
|
|
$
|
1,720,840
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
|
||||||||
Asset backed securities
|
4,534
|
|
|
3
|
|
|
—
|
|
|
4,537
|
|
||||
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
490,321
|
|
|
7,670
|
|
|
(3,001
|
)
|
|
494,990
|
|
||||
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
1,320,998
|
|
|
10,764
|
|
|
(46,180
|
)
|
|
1,285,582
|
|
||||
Other securities
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
||||
Total
|
$
|
1,816,272
|
|
|
$
|
18,437
|
|
|
$
|
(49,181
|
)
|
|
$
|
1,785,528
|
|
|
March 31, 2014
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
||||||||||||
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
252,142
|
|
|
$
|
(1,366
|
)
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
252,153
|
|
|
$
|
(1,367
|
)
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
601,345
|
|
|
(21,735
|
)
|
|
286,886
|
|
|
(14,053
|
)
|
|
888,231
|
|
|
(35,788
|
)
|
||||||
Total
|
$
|
853,487
|
|
|
$
|
(23,101
|
)
|
|
$
|
286,897
|
|
|
$
|
(14,054
|
)
|
|
$
|
1,140,384
|
|
|
$
|
(37,155
|
)
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
||||||||||||
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
283,177
|
|
|
$
|
(3,000
|
)
|
|
$
|
13
|
|
|
$
|
(1
|
)
|
|
$
|
283,190
|
|
|
$
|
(3,001
|
)
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
876,225
|
|
|
(44,101
|
)
|
|
40,740
|
|
|
(2,079
|
)
|
|
916,965
|
|
|
(46,180
|
)
|
||||||
Total
|
$
|
1,159,402
|
|
|
$
|
(47,101
|
)
|
|
$
|
40,753
|
|
|
$
|
(2,080
|
)
|
|
$
|
1,200,155
|
|
|
$
|
(49,181
|
)
|
|
Amortized cost
|
|
Fair value
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
2,074
|
|
|
2,076
|
|
||
Due after five years through ten years
|
185,658
|
|
|
185,373
|
|
||
Due after ten years
|
1,550,400
|
|
|
1,532,972
|
|
||
Other securities
|
419
|
|
|
419
|
|
||
Total investment securities available-for-sale
|
$
|
1,738,551
|
|
|
$
|
1,720,840
|
|
|
March 31, 2014
|
||||||||||||||
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
|
||||||||
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
492,294
|
|
|
$
|
1,537
|
|
|
$
|
(862
|
)
|
|
$
|
492,969
|
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
123,927
|
|
|
320
|
|
|
(3,093
|
)
|
|
121,154
|
|
||||
Total investment securities held-to-maturity
|
$
|
616,221
|
|
|
$
|
1,857
|
|
|
$
|
(3,955
|
)
|
|
$
|
614,123
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
|
||||||||
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
513,090
|
|
|
$
|
175
|
|
|
$
|
(1,776
|
)
|
|
$
|
511,489
|
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
128,817
|
|
104
|
|
(4,005)
|
|
124,916
|
||||||||
Total investment securities held-to-maturity
|
$
|
641,907
|
|
|
$
|
279
|
|
|
$
|
(5,781
|
)
|
|
$
|
636,405
|
|
|
Amortized cost
|
|
Fair value
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
17,597
|
|
|
17,760
|
|
||
Due after ten years
|
598,624
|
|
|
596,363
|
|
||
Total investment securities held-to-maturity
|
$
|
616,221
|
|
|
$
|
614,123
|
|
|
March 31, 2014
|
|||||||||||||
|
ASC 310-30
loans
|
|
Non 310-30
loans
|
|
Total loans
|
|
% of
total
|
|||||||
Commercial
|
$
|
52,107
|
|
|
$
|
530,462
|
|
|
$
|
582,569
|
|
|
29.7
|
%
|
Commercial real estate
|
263,608
|
|
|
317,137
|
|
|
580,745
|
|
|
29.6
|
%
|
|||
Agriculture
|
23,545
|
|
|
131,586
|
|
|
155,131
|
|
|
7.9
|
%
|
|||
Residential real estate
|
60,467
|
|
|
548,758
|
|
|
609,225
|
|
|
31.1
|
%
|
|||
Consumer
|
6,819
|
|
|
27,103
|
|
|
33,922
|
|
|
1.7
|
%
|
|||
Total
|
$
|
406,546
|
|
|
$
|
1,555,046
|
|
|
$
|
1,961,592
|
|
|
100.0
|
%
|
Covered
|
$
|
244,322
|
|
|
$
|
43,268
|
|
|
$
|
287,590
|
|
|
14.7
|
%
|
Non-covered
|
162,224
|
|
|
1,511,778
|
|
|
1,674,002
|
|
|
85.3
|
%
|
|||
Total
|
$
|
406,546
|
|
|
$
|
1,555,046
|
|
|
$
|
1,961,592
|
|
|
100.0
|
%
|
|
December 31, 2013
|
|||||||||||||
|
ASC 310-30
loans
|
|
Non 310-30
loans |
|
Total loans
|
|
% of
total
|
|||||||
Commercial
|
$
|
61,511
|
|
|
$
|
421,984
|
|
|
$
|
483,495
|
|
|
26.1
|
%
|
Commercial real estate
|
291,198
|
|
|
283,022
|
|
|
574,220
|
|
|
31.0
|
%
|
|||
Agriculture
|
27,000
|
|
|
132,952
|
|
|
159,952
|
|
|
8.6
|
%
|
|||
Residential real estate
|
63,011
|
|
|
536,913
|
|
|
599,924
|
|
|
32.3
|
%
|
|||
Consumer
|
8,160
|
|
|
28,343
|
|
|
36,503
|
|
|
2.0
|
%
|
|||
Total
|
$
|
450,880
|
|
|
$
|
1,403,214
|
|
|
$
|
1,854,094
|
|
|
100.0
|
%
|
Covered
|
$
|
259,364
|
|
|
$
|
50,033
|
|
|
$
|
309,397
|
|
|
16.7
|
%
|
Non-covered
|
191,516
|
|
|
1,353,181
|
|
|
1,544,697
|
|
|
83.3
|
%
|
|||
Total
|
$
|
450,880
|
|
|
$
|
1,403,214
|
|
|
$
|
1,854,094
|
|
|
100.0
|
%
|
|
Total Loans March 31, 2014
|
||||||||||||||||||||||||||||||
|
30-59
days past
due
|
|
60-89
days
past
due
|
|
Greater
than 90
days past
due
|
|
Total past
due
|
|
Current
|
|
Total
loans
|
|
Loans > 90
days past
due and
still
accruing
|
|
Non-
accrual
|
||||||||||||||||
Loans excluded from ASC 310-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
1,210
|
|
|
$
|
1,020
|
|
|
$
|
282
|
|
|
$
|
2,512
|
|
|
$
|
527,950
|
|
|
$
|
530,462
|
|
|
$
|
25
|
|
|
$
|
992
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,957
|
|
|
4,957
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition/development
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
8,225
|
|
|
8,269
|
|
|
—
|
|
|
—
|
|
||||||||
Multifamily
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
10,294
|
|
|
10,393
|
|
|
—
|
|
|
1,059
|
|
||||||||
Owner-occupied
|
255
|
|
|
387
|
|
|
52
|
|
|
694
|
|
|
109,089
|
|
|
109,783
|
|
|
—
|
|
|
956
|
|
||||||||
Non owner-occupied
|
113
|
|
|
38
|
|
|
203
|
|
|
354
|
|
|
183,381
|
|
|
183,735
|
|
|
—
|
|
|
203
|
|
||||||||
Total commercial real estate
|
511
|
|
|
425
|
|
|
255
|
|
|
1,191
|
|
|
315,946
|
|
|
317,137
|
|
|
—
|
|
|
2,218
|
|
||||||||
Agriculture
|
80
|
|
|
—
|
|
|
365
|
|
|
445
|
|
|
131,141
|
|
|
131,586
|
|
|
—
|
|
|
539
|
|
||||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior lien
|
1,401
|
|
|
533
|
|
|
750
|
|
|
2,684
|
|
|
494,576
|
|
|
497,260
|
|
|
—
|
|
|
5,283
|
|
||||||||
Junior lien
|
65
|
|
|
17
|
|
|
46
|
|
|
128
|
|
|
51,370
|
|
|
51,498
|
|
|
—
|
|
|
482
|
|
||||||||
Total residential real estate
|
1,466
|
|
|
550
|
|
|
796
|
|
|
2,812
|
|
|
545,946
|
|
|
548,758
|
|
|
—
|
|
|
5,765
|
|
||||||||
Consumer
|
764
|
|
|
11
|
|
|
29
|
|
|
804
|
|
|
26,299
|
|
|
27,103
|
|
|
28
|
|
|
224
|
|
||||||||
Total loans excluded from ASC 310-30
|
$
|
4,031
|
|
|
$
|
2,006
|
|
|
$
|
1,727
|
|
|
$
|
7,764
|
|
|
$
|
1,547,282
|
|
|
$
|
1,555,046
|
|
|
$
|
53
|
|
|
$
|
9,738
|
|
Covered loans excluded from ASC 310-30
|
$
|
174
|
|
|
$
|
52
|
|
|
$
|
351
|
|
|
$
|
577
|
|
|
$
|
42,691
|
|
|
$
|
43,268
|
|
|
$
|
—
|
|
|
$
|
2,175
|
|
Non-covered loans excluded from ASC 310-30
|
3,857
|
|
|
1,954
|
|
|
1,376
|
|
|
7,187
|
|
|
1,504,591
|
|
|
1,511,778
|
|
|
53
|
|
|
7,563
|
|
||||||||
Total loans excluded from ASC 310-30
|
$
|
4,031
|
|
|
$
|
2,006
|
|
|
$
|
1,727
|
|
|
$
|
7,764
|
|
|
$
|
1,547,282
|
|
|
$
|
1,555,046
|
|
|
$
|
53
|
|
|
$
|
9,738
|
|
Loans accounted for under ASC 310-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
15,819
|
|
|
$
|
538
|
|
|
$
|
4,372
|
|
|
$
|
20,729
|
|
|
$
|
31,378
|
|
|
$
|
52,107
|
|
|
$
|
4,372
|
|
|
$
|
—
|
|
Commercial real estate
|
4,425
|
|
|
2,636
|
|
|
41,218
|
|
|
48,279
|
|
|
215,329
|
|
|
263,608
|
|
|
41,219
|
|
|
—
|
|
||||||||
Agriculture
|
43
|
|
|
—
|
|
|
51
|
|
|
94
|
|
|
23,451
|
|
|
23,545
|
|
|
51
|
|
|
—
|
|
||||||||
Residential real estate
|
1,997
|
|
|
242
|
|
|
1,968
|
|
|
4,207
|
|
|
56,260
|
|
|
60,467
|
|
|
1,968
|
|
|
—
|
|
||||||||
Consumer
|
166
|
|
|
7
|
|
|
179
|
|
|
352
|
|
|
6,467
|
|
|
6,819
|
|
|
179
|
|
|
—
|
|
||||||||
Total loans accounted for under ASC 310-30
|
$
|
22,450
|
|
|
$
|
3,423
|
|
|
$
|
47,788
|
|
|
$
|
73,661
|
|
|
$
|
332,885
|
|
|
$
|
406,546
|
|
|
$
|
47,789
|
|
|
—
|
|
|
Covered loans accounted for under ASC 310-30
|
$
|
18,589
|
|
|
$
|
2,501
|
|
|
$
|
37,198
|
|
|
$
|
58,288
|
|
|
$
|
186,034
|
|
|
$
|
244,322
|
|
|
$
|
37,199
|
|
|
$
|
—
|
|
Non-covered loans accounted for under ASC 310-30
|
3,861
|
|
|
922
|
|
|
10,590
|
|
|
15,373
|
|
|
146,851
|
|
|
162,224
|
|
|
10,590
|
|
|
—
|
|
||||||||
Total loans accounted for under ASC 310-30
|
$
|
22,450
|
|
|
$
|
3,423
|
|
|
$
|
47,788
|
|
|
$
|
73,661
|
|
|
$
|
332,885
|
|
|
$
|
406,546
|
|
|
$
|
47,789
|
|
|
$
|
—
|
|
Total loans
|
$
|
26,481
|
|
|
$
|
5,429
|
|
|
$
|
49,515
|
|
|
$
|
81,425
|
|
|
$
|
1,880,167
|
|
|
$
|
1,961,592
|
|
|
$
|
47,842
|
|
|
$
|
9,738
|
|
Covered loans
|
$
|
18,763
|
|
|
$
|
2,553
|
|
|
$
|
37,549
|
|
|
$
|
58,865
|
|
|
$
|
228,725
|
|
|
$
|
287,590
|
|
|
$
|
37,199
|
|
|
$
|
2,175
|
|
Non-covered loans
|
7,718
|
|
|
2,876
|
|
|
11,966
|
|
|
22,560
|
|
|
1,651,442
|
|
|
1,674,002
|
|
|
10,643
|
|
|
7,563
|
|
||||||||
Total loans
|
$
|
26,481
|
|
|
$
|
5,429
|
|
|
$
|
49,515
|
|
|
$
|
81,425
|
|
|
$
|
1,880,167
|
|
|
$
|
1,961,592
|
|
|
$
|
47,842
|
|
|
$
|
9,738
|
|
|
Total Loans December 31, 2013
|
||||||||||||||||||||||||||||||
|
30-59
days past
due
|
|
60-89
days
past
due
|
|
Greater
than 90
days past
due
|
|
Total past
due
|
|
Current
|
|
Total
loans
|
|
Loans > 90
days past
due and
still
accruing
|
|
Non-
accrual
|
||||||||||||||||
Loans excluded from ASC 310-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
897
|
|
|
$
|
156
|
|
|
$
|
555
|
|
|
$
|
1,608
|
|
|
$
|
420,376
|
|
|
$
|
421,984
|
|
|
$
|
115
|
|
|
$
|
1,280
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction
|
316
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
5,023
|
|
|
5,339
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition/development
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
7,975
|
|
|
8,020
|
|
|
—
|
|
|
1
|
|
||||||||
Multifamily
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|
9,681
|
|
|
10,684
|
|
|
—
|
|
|
1,096
|
|
||||||||
Owner-occupied
|
52
|
|
|
7
|
|
|
21
|
|
|
80
|
|
|
93,367
|
|
|
93,447
|
|
|
—
|
|
|
692
|
|
||||||||
Non owner-occupied
|
329
|
|
|
—
|
|
|
203
|
|
|
532
|
|
|
165,000
|
|
|
165,532
|
|
|
—
|
|
|
203
|
|
||||||||
Total commercial real estate
|
1,745
|
|
|
7
|
|
|
224
|
|
|
1,976
|
|
|
281,046
|
|
|
283,022
|
|
|
—
|
|
|
1,992
|
|
||||||||
Agriculture
|
188
|
|
|
7
|
|
|
—
|
|
|
195
|
|
|
132,757
|
|
|
132,952
|
|
|
—
|
|
|
153
|
|
||||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior lien
|
733
|
|
|
415
|
|
|
1,062
|
|
|
2,210
|
|
|
482,381
|
|
|
484,591
|
|
|
—
|
|
|
5,326
|
|
||||||||
Junior lien
|
204
|
|
|
—
|
|
|
80
|
|
|
284
|
|
|
52,038
|
|
|
52,322
|
|
|
—
|
|
|
519
|
|
||||||||
Total residential real estate
|
937
|
|
|
415
|
|
|
1,142
|
|
|
2,494
|
|
|
534,419
|
|
|
536,913
|
|
|
—
|
|
|
5,845
|
|
||||||||
Consumer
|
191
|
|
|
21
|
|
|
23
|
|
|
235
|
|
|
28,108
|
|
|
28,343
|
|
|
14
|
|
|
247
|
|
||||||||
Total loans excluded from ASC 310-30
|
$
|
3,958
|
|
|
$
|
606
|
|
|
$
|
1,944
|
|
|
$
|
6,508
|
|
|
$
|
1,396,706
|
|
|
$
|
1,403,214
|
|
|
$
|
129
|
|
|
$
|
9,517
|
|
Covered loans excluded from ASC 310-30
|
194
|
|
|
60
|
|
|
155
|
|
|
409
|
|
|
49,624
|
|
|
50,033
|
|
|
115
|
|
|
1,944
|
|
||||||||
Non-covered loans excluded from ASC 310-30
|
3,764
|
|
|
546
|
|
|
1,789
|
|
|
6,099
|
|
|
1,347,082
|
|
|
1,353,181
|
|
|
14
|
|
|
7,573
|
|
||||||||
Total loans excluded from ASC 310-30
|
$
|
3,958
|
|
|
$
|
606
|
|
|
$
|
1,944
|
|
|
$
|
6,508
|
|
|
$
|
1,396,706
|
|
|
$
|
1,403,214
|
|
|
$
|
129
|
|
|
$
|
9,517
|
|
Loans accounted for under ASC 310-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
582
|
|
|
$
|
322
|
|
|
$
|
4,505
|
|
|
$
|
5,409
|
|
|
$
|
56,102
|
|
|
$
|
61,511
|
|
|
$
|
4,505
|
|
|
$
|
14,827
|
|
Commercial real estate
|
1,902
|
|
|
5,179
|
|
|
49,228
|
|
|
56,309
|
|
|
234,889
|
|
|
291,198
|
|
|
49,227
|
|
|
—
|
|
||||||||
Agriculture
|
714
|
|
|
—
|
|
|
296
|
|
|
1,010
|
|
|
25,990
|
|
|
27,000
|
|
|
296
|
|
|
—
|
|
||||||||
Residential real estate
|
977
|
|
|
977
|
|
|
1,817
|
|
|
3,771
|
|
|
59,240
|
|
|
63,011
|
|
|
1,817
|
|
|
—
|
|
||||||||
Consumer
|
327
|
|
|
265
|
|
|
19
|
|
|
611
|
|
|
7,549
|
|
|
8,160
|
|
|
19
|
|
|
—
|
|
||||||||
Total loans accounted for under ASC 310-30
|
$
|
4,502
|
|
|
$
|
6,743
|
|
|
$
|
55,865
|
|
|
$
|
67,110
|
|
|
$
|
383,770
|
|
|
$
|
450,880
|
|
|
$
|
55,864
|
|
|
$
|
14,827
|
|
Covered loans accounted for under ASC 310-30
|
$
|
1,471
|
|
|
$
|
4,949
|
|
|
$
|
42,356
|
|
|
$
|
48,776
|
|
|
$
|
210,588
|
|
|
$
|
259,364
|
|
|
$
|
42,355
|
|
|
$
|
14,827
|
|
Non-covered loans accounted for under ASC 310-30
|
3,031
|
|
|
1,794
|
|
|
13,509
|
|
|
18,334
|
|
|
173,182
|
|
|
191,516
|
|
|
13,509
|
|
|
—
|
|
||||||||
Total loans accounted for under ASC 310-30
|
$
|
4,502
|
|
|
$
|
6,743
|
|
|
$
|
55,865
|
|
|
$
|
67,110
|
|
|
$
|
383,770
|
|
|
$
|
450,880
|
|
|
$
|
55,864
|
|
|
$
|
14,827
|
|
Total loans
|
$
|
8,460
|
|
|
$
|
7,349
|
|
|
$
|
57,809
|
|
|
$
|
73,618
|
|
|
$
|
1,780,476
|
|
|
$
|
1,854,094
|
|
|
$
|
55,993
|
|
|
$
|
24,344
|
|
Covered loans
|
$
|
1,665
|
|
|
$
|
5,009
|
|
|
$
|
42,511
|
|
|
$
|
49,185
|
|
|
$
|
260,212
|
|
|
$
|
309,397
|
|
|
$
|
42,470
|
|
|
$
|
16,771
|
|
Non-covered loans
|
6,795
|
|
|
2,340
|
|
|
15,298
|
|
|
24,433
|
|
|
1,520,264
|
|
|
1,544,697
|
|
|
13,523
|
|
|
7,573
|
|
||||||||
Total loans
|
$
|
8,460
|
|
|
$
|
7,349
|
|
|
$
|
57,809
|
|
|
$
|
73,618
|
|
|
$
|
1,780,476
|
|
|
$
|
1,854,094
|
|
|
$
|
55,993
|
|
|
$
|
24,344
|
|
|
Total Loans March 31, 2014
|
||||||||||||||||||
|
Pass
|
|
Special
mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Loans excluded from ASC 310-30
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
489,203
|
|
|
$
|
5,394
|
|
|
$
|
35,681
|
|
|
$
|
184
|
|
|
$
|
530,462
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
4,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,957
|
|
|||||
Acquisition/development
|
1,558
|
|
|
2,248
|
|
|
4,463
|
|
|
—
|
|
|
8,269
|
|
|||||
Multifamily
|
9,334
|
|
|
—
|
|
|
1,034
|
|
|
25
|
|
|
10,393
|
|
|||||
Owner-occupied
|
104,127
|
|
|
166
|
|
|
5,490
|
|
|
—
|
|
|
109,783
|
|
|||||
Non owner-occupied
|
161,381
|
|
|
18,140
|
|
|
4,214
|
|
|
—
|
|
|
183,735
|
|
|||||
Total commercial real estate
|
281,357
|
|
|
20,554
|
|
|
15,201
|
|
|
25
|
|
|
317,137
|
|
|||||
Agriculture
|
121,436
|
|
|
331
|
|
|
9,819
|
|
|
—
|
|
|
131,586
|
|
|||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior lien
|
488,132
|
|
|
1,223
|
|
|
7,497
|
|
|
408
|
|
|
497,260
|
|
|||||
Junior lien
|
49,119
|
|
|
197
|
|
|
2,182
|
|
|
—
|
|
|
51,498
|
|
|||||
Total residential real estate
|
537,251
|
|
|
1,420
|
|
|
9,679
|
|
|
408
|
|
|
548,758
|
|
|||||
Consumer
|
26,876
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
27,103
|
|
|||||
Total loans excluded from ASC 310-30
|
$
|
1,456,123
|
|
|
$
|
27,699
|
|
|
$
|
70,607
|
|
|
$
|
617
|
|
|
$
|
1,555,046
|
|
Covered loans excluded from ASC 310-30
|
$
|
16,698
|
|
|
$
|
2,920
|
|
|
$
|
23,177
|
|
|
$
|
473
|
|
|
$
|
43,268
|
|
Non-covered loans excluded from ASC 310-30
|
1,439,425
|
|
|
24,779
|
|
|
47,430
|
|
|
144
|
|
|
1,511,778
|
|
|||||
Total loans excluded from ASC 310-30
|
$
|
1,456,123
|
|
|
$
|
27,699
|
|
|
$
|
70,607
|
|
|
$
|
617
|
|
|
$
|
1,555,046
|
|
Loans accounted for under ASC 310-30
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
14,576
|
|
|
$
|
3,732
|
|
|
$
|
33,101
|
|
|
$
|
698
|
|
|
$
|
52,107
|
|
Commercial real estate
|
109,069
|
|
|
6,712
|
|
|
142,766
|
|
|
5,061
|
|
|
263,608
|
|
|||||
Agriculture
|
20,297
|
|
|
661
|
|
|
2,587
|
|
|
—
|
|
|
23,545
|
|
|||||
Residential real estate
|
42,810
|
|
|
916
|
|
|
16,741
|
|
|
—
|
|
|
60,467
|
|
|||||
Consumer
|
5,818
|
|
|
216
|
|
|
785
|
|
|
—
|
|
|
6,819
|
|
|||||
Total loans accounted for under ASC 310-30
|
$
|
192,570
|
|
|
$
|
12,237
|
|
|
$
|
195,980
|
|
|
$
|
5,759
|
|
|
$
|
406,546
|
|
Covered loans accounted for under ASC 310-30
|
$
|
89,706
|
|
|
$
|
6,072
|
|
|
$
|
142,785
|
|
|
$
|
5,759
|
|
|
$
|
244,322
|
|
Non-covered loans accounted for under ASC 310-30
|
102,864
|
|
|
6,165
|
|
|
53,195
|
|
|
—
|
|
|
162,224
|
|
|||||
Total loans accounted for under ASC 310-30
|
$
|
192,570
|
|
|
$
|
12,237
|
|
|
$
|
195,980
|
|
|
$
|
5,759
|
|
|
$
|
406,546
|
|
Total loans
|
$
|
1,648,693
|
|
|
$
|
39,936
|
|
|
$
|
266,587
|
|
|
$
|
6,376
|
|
|
$
|
1,961,592
|
|
Total covered
|
$
|
106,404
|
|
|
$
|
8,992
|
|
|
$
|
165,962
|
|
|
$
|
6,232
|
|
|
$
|
287,590
|
|
Total non-covered
|
1,542,289
|
|
|
30,944
|
|
|
100,625
|
|
|
144
|
|
|
1,674,002
|
|
|||||
Total loans
|
$
|
1,648,693
|
|
|
$
|
39,936
|
|
|
$
|
266,587
|
|
|
$
|
6,376
|
|
|
$
|
1,961,592
|
|
|
Total Loans December 31, 2013
|
||||||||||||||||||
|
Pass
|
|
Special
mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Loans excluded from ASC 310-30
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
374,281
|
|
|
$
|
9,882
|
|
|
$
|
37,414
|
|
|
$
|
407
|
|
|
$
|
421,984
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
5,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,339
|
|
|||||
Acquisition/development
|
1,366
|
|
|
2,247
|
|
|
4,407
|
|
|
—
|
|
|
8,020
|
|
|||||
Multifamily
|
9,588
|
|
|
—
|
|
|
1,068
|
|
|
28
|
|
|
10,684
|
|
|||||
Owner-occupied
|
87,984
|
|
|
169
|
|
|
5,294
|
|
|
—
|
|
|
93,447
|
|
|||||
Non owner-occupied
|
142,159
|
|
|
18,536
|
|
|
4,837
|
|
|
—
|
|
|
165,532
|
|
|||||
Total commercial real estate
|
246,436
|
|
|
20,952
|
|
|
15,606
|
|
|
28
|
|
|
283,022
|
|
|||||
Agriculture
|
123,216
|
|
|
9,049
|
|
|
687
|
|
|
—
|
|
|
132,952
|
|
|||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior lien
|
475,041
|
|
|
1,495
|
|
|
7,620
|
|
|
435
|
|
|
484,591
|
|
|||||
Junior lien
|
49,874
|
|
|
200
|
|
|
2,248
|
|
|
—
|
|
|
52,322
|
|
|||||
Total residential real estate
|
524,915
|
|
|
1,695
|
|
|
9,868
|
|
|
435
|
|
|
536,913
|
|
|||||
Consumer
|
28,092
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
28,343
|
|
|||||
Total loans excluded from ASC 310-30
|
$
|
1,296,940
|
|
|
$
|
41,578
|
|
|
$
|
63,826
|
|
|
$
|
870
|
|
|
$
|
1,403,214
|
|
Covered loans excluded from ASC 310-30
|
$
|
22,175
|
|
|
$
|
3,439
|
|
|
$
|
24,005
|
|
|
$
|
414
|
|
|
$
|
50,033
|
|
Non-covered loans excluded from ASC 310-30
|
1,274,765
|
|
|
38,139
|
|
|
39,821
|
|
|
456
|
|
|
1,353,181
|
|
|||||
Total loans excluded from ASC 310-30
|
$
|
1,296,940
|
|
|
$
|
41,578
|
|
|
$
|
63,826
|
|
|
$
|
870
|
|
|
$
|
1,403,214
|
|
Loans accounted for under ASC 310-30
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
23,129
|
|
|
$
|
3,221
|
|
|
$
|
34,440
|
|
|
$
|
721
|
|
|
$
|
61,511
|
|
Commercial real estate
|
115,903
|
|
|
12,493
|
|
|
157,748
|
|
|
5,054
|
|
|
291,198
|
|
|||||
Agriculture
|
21,900
|
|
|
1,117
|
|
|
3,983
|
|
|
—
|
|
|
27,000
|
|
|||||
Residential real estate
|
43,904
|
|
|
1,098
|
|
|
18,009
|
|
|
—
|
|
|
63,011
|
|
|||||
Consumer
|
6,921
|
|
|
244
|
|
|
995
|
|
|
—
|
|
|
8,160
|
|
|||||
Total loans accounted for under ASC 310-30
|
$
|
211,757
|
|
|
$
|
18,173
|
|
|
$
|
215,175
|
|
|
$
|
5,775
|
|
|
$
|
450,880
|
|
Covered loans accounted for under ASC 310-30
|
$
|
100,050
|
|
|
$
|
8,498
|
|
|
$
|
145,041
|
|
|
$
|
5,775
|
|
|
$
|
259,364
|
|
Non-covered loans accounted for under ASC 310-30
|
111,707
|
|
|
9,675
|
|
|
70,134
|
|
|
—
|
|
|
191,516
|
|
|||||
Total loans accounted for under ASC 310-30
|
$
|
211,757
|
|
|
$
|
18,173
|
|
|
$
|
215,175
|
|
|
$
|
5,775
|
|
|
$
|
450,880
|
|
Total loans
|
$
|
1,508,697
|
|
|
$
|
59,751
|
|
|
$
|
279,001
|
|
|
$
|
6,645
|
|
|
$
|
1,854,094
|
|
Total covered
|
$
|
122,225
|
|
|
$
|
11,937
|
|
|
$
|
169,046
|
|
|
$
|
6,189
|
|
|
$
|
309,397
|
|
Total non-covered
|
1,386,472
|
|
|
47,814
|
|
|
109,955
|
|
|
456
|
|
|
1,544,697
|
|
|||||
Total loans
|
$
|
1,508,697
|
|
|
$
|
59,751
|
|
|
$
|
279,001
|
|
|
$
|
6,645
|
|
|
$
|
1,854,094
|
|
|
Impaired Loans
|
||||||||||||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
7,024
|
|
|
$
|
7,015
|
|
|
$
|
—
|
|
|
$
|
4,981
|
|
|
$
|
4,981
|
|
|
$
|
—
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/development
|
398
|
|
|
398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Multifamily
|
972
|
|
|
898
|
|
|
—
|
|
|
987
|
|
|
929
|
|
|
—
|
|
||||||
Owner-occupied
|
1,826
|
|
|
1,606
|
|
|
—
|
|
|
1,872
|
|
|
1,655
|
|
|
—
|
|
||||||
Non-owner occupied
|
548
|
|
|
475
|
|
|
—
|
|
|
561
|
|
|
488
|
|
|
—
|
|
||||||
Total commercial real estate
|
3,744
|
|
|
3,377
|
|
|
—
|
|
|
3,420
|
|
|
3,072
|
|
|
—
|
|
||||||
Agriculture
|
9,143
|
|
|
9,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior lien
|
720
|
|
|
700
|
|
|
—
|
|
|
506
|
|
|
494
|
|
|
—
|
|
||||||
Junior lien
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total residential real estate
|
720
|
|
|
700
|
|
|
—
|
|
|
506
|
|
|
494
|
|
|
—
|
|
||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total impaired loans with no related allowance recorded
|
$
|
20,631
|
|
|
$
|
20,224
|
|
|
$
|
—
|
|
|
$
|
8,907
|
|
|
$
|
8,547
|
|
|
$
|
—
|
|
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
2,545
|
|
|
$
|
2,046
|
|
|
$
|
190
|
|
|
$
|
2,529
|
|
|
$
|
2,379
|
|
|
$
|
416
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Multifamily
|
173
|
|
|
162
|
|
|
25
|
|
|
178
|
|
|
168
|
|
|
28
|
|
||||||
Owner-occupied
|
1,109
|
|
|
873
|
|
|
5
|
|
|
825
|
|
|
607
|
|
|
4
|
|
||||||
Non-owner occupied
|
634
|
|
|
623
|
|
|
2
|
|
|
640
|
|
|
628
|
|
|
4
|
|
||||||
Total commercial real estate
|
1,916
|
|
|
1,658
|
|
|
32
|
|
|
1,643
|
|
|
1,404
|
|
|
36
|
|
||||||
Agriculture
|
194
|
|
|
174
|
|
|
1
|
|
|
191
|
|
|
173
|
|
|
1
|
|
||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior lien
|
8,136
|
|
|
7,197
|
|
|
438
|
|
|
8,147
|
|
|
7,266
|
|
|
474
|
|
||||||
Junior lien
|
1,769
|
|
|
1,555
|
|
|
15
|
|
|
1,815
|
|
|
1,605
|
|
|
16
|
|
||||||
Total residential real estate
|
9,905
|
|
|
8,752
|
|
|
453
|
|
|
9,962
|
|
|
8,871
|
|
|
490
|
|
||||||
Consumer
|
270
|
|
|
249
|
|
|
3
|
|
|
290
|
|
|
273
|
|
|
3
|
|
||||||
Total impaired loans with a related allowance recorded
|
$
|
14,830
|
|
|
$
|
12,879
|
|
|
$
|
679
|
|
|
$
|
14,615
|
|
|
$
|
13,100
|
|
|
$
|
946
|
|
Total impaired loans
|
$
|
35,461
|
|
|
$
|
33,103
|
|
|
$
|
679
|
|
|
$
|
23,522
|
|
|
$
|
21,647
|
|
|
$
|
946
|
|
|
For the three months ended
|
||||||||||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||
|
Average recorded investment
|
|
Interest income recognized
|
|
Average recorded investment
|
|
Interest income recognized
|
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
7,562
|
|
|
$
|
94
|
|
|
$
|
11,033
|
|
|
$
|
128
|
|
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisition/development
|
398
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Multifamily
|
908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Owner-occupied
|
1,622
|
|
|
26
|
|
|
5,036
|
|
|
80
|
|
||||
Non owner-occupied
|
480
|
|
|
8
|
|
|
1,862
|
|
|
5
|
|
||||
Total commercial real estate
|
3,408
|
|
|
39
|
|
|
6,898
|
|
|
85
|
|
||||
Agriculture
|
9,132
|
|
|
119
|
|
|
—
|
|
|
—
|
|
||||
Residential real estate
|
|
|
|
|
|
|
|
||||||||
Senior lien
|
701
|
|
|
4
|
|
|
364
|
|
|
1
|
|
||||
Junior lien
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total residential real estate
|
701
|
|
|
4
|
|
|
364
|
|
|
1
|
|
||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total impaired loans with no related allowance recorded
|
$
|
20,803
|
|
|
$
|
256
|
|
|
$
|
18,295
|
|
|
$
|
214
|
|
With a related allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
2,113
|
|
|
$
|
12
|
|
|
$
|
3,172
|
|
|
$
|
3
|
|
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisition/development
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Multifamily
|
165
|
|
|
—
|
|
|
196
|
|
|
—
|
|
||||
Owner-occupied
|
879
|
|
|
3
|
|
|
763
|
|
|
4
|
|
||||
Non owner-occupied
|
625
|
|
|
7
|
|
|
6,544
|
|
|
3
|
|
||||
Total commercial real estate
|
1,669
|
|
|
10
|
|
|
7,518
|
|
|
7
|
|
||||
Agriculture
|
177
|
|
|
—
|
|
|
240
|
|
|
—
|
|
||||
Residential real estate
|
|
|
|
|
|
|
|
||||||||
Senior lien
|
7,243
|
|
|
27
|
|
|
6,791
|
|
|
21
|
|
||||
Junior lien
|
1,566
|
|
|
15
|
|
|
1,096
|
|
|
11
|
|
||||
Total residential real estate
|
8,809
|
|
|
42
|
|
|
7,887
|
|
|
32
|
|
||||
Consumer
|
250
|
|
|
—
|
|
|
479
|
|
|
4
|
|
||||
Total impaired loans with a related allowance recorded
|
$
|
13,018
|
|
|
$
|
64
|
|
|
$
|
19,296
|
|
|
$
|
46
|
|
Total impaired loans
|
$
|
33,821
|
|
|
$
|
320
|
|
|
$
|
37,591
|
|
|
$
|
260
|
|
|
Accruing TDRs
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
|
Recorded
investment
|
|
Average
year-to-
date
recorded
investment
|
|
Unpaid
principal
balance
|
|
Unfunded
commitments
to fund
TDRs
|
||||||||
Commercial
|
$
|
8,069
|
|
|
$
|
8,631
|
|
|
$
|
8,082
|
|
|
$
|
—
|
|
Commercial real estate
|
2,818
|
|
|
2,839
|
|
|
3,075
|
|
|
—
|
|
||||
Agriculture
|
8,767
|
|
|
8,767
|
|
|
8,778
|
|
|
105
|
|
||||
Residential real estate
|
2,841
|
|
|
2,856
|
|
|
2,869
|
|
|
12
|
|
||||
Consumer
|
25
|
|
|
25
|
|
|
25
|
|
|
—
|
|
||||
Total
|
$
|
22,520
|
|
|
$
|
23,118
|
|
|
$
|
22,829
|
|
|
$
|
117
|
|
|
Accruing TDRs
|
||||||||||||||
|
December 31, 2013
|
||||||||||||||
|
Recorded
investment
|
|
Average
year-to-
date
recorded
investment
|
|
Unpaid
principal
balance
|
|
Unfunded
commitments
to fund
TDRs
|
||||||||
Commercial
|
$
|
6,079
|
|
|
$
|
7,113
|
|
|
$
|
6,084
|
|
|
$
|
144
|
|
Commercial real estate
|
2,484
|
|
|
2,759
|
|
|
2,743
|
|
|
—
|
|
||||
Agriculture
|
20
|
|
|
20
|
|
|
20
|
|
|
—
|
|
||||
Residential real estate
|
2,995
|
|
|
3,055
|
|
|
3,023
|
|
|
12
|
|
||||
Consumer
|
27
|
|
|
30
|
|
|
27
|
|
|
12
|
|
||||
Total
|
$
|
11,605
|
|
|
$
|
12,977
|
|
|
$
|
11,897
|
|
|
$
|
168
|
|
|
Non - Accruing TDRs
|
||||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Covered
|
|
Non-covered
|
|
Covered
|
|
Non-covered
|
||||||||
Commercial
|
$
|
30
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
535
|
|
Commercial real estate
|
283
|
|
|
92
|
|
|
296
|
|
|
98
|
|
||||
Agriculture
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Residential real estate
|
1,349
|
|
|
1,105
|
|
|
1,377
|
|
|
1,031
|
|
||||
Consumer
|
—
|
|
|
224
|
|
|
—
|
|
|
237
|
|
||||
Total
|
$
|
1,662
|
|
|
$
|
1,936
|
|
|
$
|
1,673
|
|
|
$
|
1,901
|
|
|
March 31,
2014 |
|
March 31,
2013 |
||||
Accretable yield beginning balance
|
$
|
130,624
|
|
|
$
|
133,585
|
|
Reclassification from non-accretable difference
|
6,164
|
|
|
16,134
|
|
||
Reclassification to non-accretable difference
|
(590
|
)
|
|
(1,202
|
)
|
||
Accretion
|
(16,900
|
)
|
|
(21,302
|
)
|
||
Accretable yield ending balance
|
$
|
119,298
|
|
|
$
|
127,215
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Contractual cash flows
|
$
|
922,774
|
|
|
$
|
984,019
|
|
Non-accretable difference
|
(396,930
|
)
|
|
(402,515
|
)
|
||
Accretable yield
|
(119,298
|
)
|
|
(130,624
|
)
|
||
Loans accounted for under ASC 310-30
|
$
|
406,546
|
|
|
$
|
450,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||||||
|
Commercial
|
|
Commercial
real estate
|
|
Agriculture
|
|
Residential
real estate
|
|
Consumer
|
|
Total
|
||||||||||||
Beginning balance
|
$
|
4,258
|
|
|
$
|
2,276
|
|
|
$
|
1,237
|
|
|
$
|
4,259
|
|
|
$
|
491
|
|
|
$
|
12,521
|
|
Non 310-30 beginning balance
|
4,029
|
|
|
1,984
|
|
|
572
|
|
|
4,165
|
|
|
491
|
|
|
11,241
|
|
||||||
Charge-offs
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(171
|
)
|
|
(577
|
)
|
||||||
Recoveries
|
58
|
|
|
37
|
|
|
—
|
|
|
90
|
|
|
76
|
|
|
261
|
|
||||||
Provision (reversal)
|
1,880
|
|
|
(44
|
)
|
|
(24
|
)
|
|
(66
|
)
|
|
77
|
|
|
1,823
|
|
||||||
Non 310-30 ending balance
|
5,581
|
|
|
1,977
|
|
|
548
|
|
|
4,169
|
|
|
473
|
|
|
12,748
|
|
||||||
ASC 310-30 beginning balance
|
229
|
|
|
292
|
|
|
665
|
|
|
94
|
|
|
—
|
|
|
1,280
|
|
||||||
Charge-offs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Provision (reversal)
|
(84
|
)
|
|
(56
|
)
|
|
—
|
|
|
(29
|
)
|
|
115
|
|
|
(54
|
)
|
||||||
ASC 310-30 ending balance
|
143
|
|
|
236
|
|
|
665
|
|
|
65
|
|
|
115
|
|
|
1,224
|
|
||||||
Ending balance
|
$
|
5,724
|
|
|
$
|
2,213
|
|
|
$
|
1,213
|
|
|
$
|
4,234
|
|
|
$
|
588
|
|
|
$
|
13,972
|
|
Ending allowance balance attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non 310-30 loans individually evaluated for impairment
|
$
|
190
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
453
|
|
|
$
|
3
|
|
|
$
|
679
|
|
Non 310-30 loans collectively evaluated for impairment
|
5,391
|
|
|
1,945
|
|
|
547
|
|
|
3,716
|
|
|
470
|
|
|
12,069
|
|
||||||
ASC 310-30 loans
|
143
|
|
|
236
|
|
|
665
|
|
|
65
|
|
|
115
|
|
|
1,224
|
|
||||||
Total ending allowance balance
|
$
|
5,724
|
|
|
$
|
2,213
|
|
|
$
|
1,213
|
|
|
$
|
4,234
|
|
|
$
|
588
|
|
|
$
|
13,972
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non 310-30 individually evaluated for impairment
|
$
|
9,061
|
|
|
$
|
5,035
|
|
|
$
|
9,306
|
|
|
$
|
9,452
|
|
|
$
|
249
|
|
|
$
|
33,103
|
|
Non 310-30 collectively evaluated for impairment
|
521,401
|
|
|
312,102
|
|
|
122,280
|
|
|
539,306
|
|
|
26,854
|
|
|
1,521,943
|
|
||||||
ASC 310-30 loans
|
52,107
|
|
|
263,608
|
|
|
23,545
|
|
|
60,467
|
|
|
6,819
|
|
|
406,546
|
|
||||||
Total loans
|
$
|
582,569
|
|
|
$
|
580,745
|
|
|
$
|
155,131
|
|
|
$
|
609,225
|
|
|
$
|
33,922
|
|
|
$
|
1,961,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2013
|
||||||||||||||||||||||
|
Commercial
|
|
Commercial
real estate
|
|
Agriculture
|
|
Residential
real estate
|
|
Consumer
|
|
Total
|
||||||||||||
Beginning balance
|
$
|
2,798
|
|
|
$
|
7,396
|
|
|
$
|
592
|
|
|
$
|
4,011
|
|
|
$
|
583
|
|
|
$
|
15,380
|
|
Non 310-30 beginning balance
|
2,798
|
|
|
3,056
|
|
|
323
|
|
|
4,011
|
|
|
540
|
|
|
10,728
|
|
||||||
Charge-offs
|
(629
|
)
|
|
(259
|
)
|
|
—
|
|
|
(75
|
)
|
|
(233
|
)
|
|
(1,196
|
)
|
||||||
Recoveries
|
9
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
77
|
|
|
100
|
|
||||||
Provision (reversal)
|
697
|
|
|
(305
|
)
|
|
201
|
|
|
406
|
|
|
109
|
|
|
1,108
|
|
||||||
Non 310-30 ending balance
|
2,875
|
|
|
2,492
|
|
|
524
|
|
|
4,356
|
|
|
493
|
|
|
10,740
|
|
||||||
ASC 310-30 beginning balance
|
—
|
|
|
4,340
|
|
|
269
|
|
|
—
|
|
|
43
|
|
|
4,652
|
|
||||||
Charge-offs
|
—
|
|
|
(2,812
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,812
|
)
|
||||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Provision (reversal)
|
411
|
|
|
(1,045
|
)
|
|
—
|
|
|
986
|
|
|
(43
|
)
|
|
309
|
|
||||||
ASC 310-30 ending balance
|
411
|
|
|
483
|
|
|
269
|
|
|
986
|
|
|
—
|
|
|
2,149
|
|
||||||
Ending balance
|
$
|
3,286
|
|
|
$
|
2,975
|
|
|
$
|
793
|
|
|
$
|
5,342
|
|
|
$
|
493
|
|
|
$
|
12,889
|
|
Ending allowance balance attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non 310-30 loans individually evaluated for impairment
|
$
|
1,125
|
|
|
$
|
371
|
|
|
$
|
1
|
|
|
$
|
721
|
|
|
$
|
13
|
|
|
$
|
2,231
|
|
Non 310-30 loans collectively evaluated for impairment
|
1,750
|
|
|
2,121
|
|
|
523
|
|
|
3,635
|
|
|
480
|
|
|
8,509
|
|
||||||
ASC 310-30 loans
|
411
|
|
|
483
|
|
|
269
|
|
|
986
|
|
|
—
|
|
|
2,149
|
|
||||||
Total ending allowance balance
|
$
|
3,286
|
|
|
$
|
2,975
|
|
|
$
|
793
|
|
|
$
|
5,342
|
|
|
$
|
493
|
|
|
$
|
12,889
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non 310-30 individually evaluated for impairment
|
$
|
13,381
|
|
|
$
|
14,314
|
|
|
$
|
227
|
|
|
$
|
8,214
|
|
|
$
|
469
|
|
|
$
|
36,605
|
|
Non 310-30 collectively evaluated for impairment
|
172,421
|
|
|
241,818
|
|
|
117,930
|
|
|
437,971
|
|
|
28,456
|
|
|
998,596
|
|
||||||
ASC 310-30 loans
|
78,928
|
|
|
490,608
|
|
|
46,580
|
|
|
101,386
|
|
|
12,747
|
|
|
730,249
|
|
||||||
Total loans
|
$
|
264,730
|
|
|
$
|
746,740
|
|
|
$
|
164,737
|
|
|
$
|
547,571
|
|
|
$
|
41,672
|
|
|
$
|
1,765,450
|
|
|
For the three months ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
Balance at beginning of period
|
$
|
64,447
|
|
|
$
|
86,923
|
|
Amortization
|
(7,608
|
)
|
|
(4,669
|
)
|
||
FDIC portion of (recoveries) charge-offs exceeding fair value marks
|
(133
|
)
|
|
2,576
|
|
||
Reduction for claims filed
|
(29
|
)
|
|
(9,132
|
)
|
||
Balance at end of period
|
$
|
56,677
|
|
|
$
|
75,698
|
|
|
For the three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
70,125
|
|
|
$
|
94,808
|
|
Transfers from loan portfolio, at fair value
|
236
|
|
|
17,043
|
|
||
Impairments
|
(822
|
)
|
|
(4,600
|
)
|
||
Sales
|
(4,143
|
)
|
|
(25,726
|
)
|
||
Gain on sale of OREO, net
|
587
|
|
|
1,805
|
|
||
Ending balance
|
$
|
65,983
|
|
|
$
|
83,330
|
|
|
March 31, 2014
|
|||||||||||||||||||
|
Actual
|
|
Required to be
considered well
capitalized
(1)
|
|
Required to be
considered
adequately
capitalized
|
|||||||||||||||
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|||||||||
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
16.8
|
%
|
|
$
|
814,857
|
|
|
N/A
|
|
|
N/A
|
|
|
4
|
%
|
|
$
|
193,915
|
|
|
NBH Bank, N.A.
|
11.6
|
%
|
|
560,025
|
|
|
10
|
%
|
|
$
|
482,407
|
|
|
4
|
%
|
|
192,963
|
|
||
Tier 1 risk-based capital ratio
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
36.8
|
%
|
|
$
|
814,857
|
|
|
6
|
%
|
|
$
|
132,791
|
|
|
4
|
%
|
|
$
|
88,528
|
|
NBH Bank, N.A.
|
25.5
|
%
|
|
560,025
|
|
|
11
|
%
|
|
241,156
|
|
|
4
|
%
|
|
87,693
|
|
|||
Total risk-based capital ratio
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
37.5
|
%
|
|
$
|
829,230
|
|
|
10
|
%
|
|
$
|
221,319
|
|
|
8
|
%
|
|
$
|
177,055
|
|
NBH Bank, N.A.
|
26.2
|
%
|
|
574,398
|
|
|
12
|
%
|
|
263,079
|
|
|
8
|
%
|
|
175,386
|
|
|
December 31, 2013
|
|||||||||||||||||||
|
Actual
|
|
Required to be
considered well
capitalized
(1)
|
|
Required to be
considered
adequately
capitalized
|
|||||||||||||||
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|||||||||
Tier 1 leverage ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
16.6
|
%
|
|
$
|
822,688
|
|
|
N/A
|
|
|
N/A
|
|
|
4
|
%
|
|
$
|
197,906
|
|
|
NBH Bank, N.A.
|
11.3
|
%
|
|
556,876
|
|
|
10
|
%
|
|
$
|
491,294
|
|
|
4
|
%
|
|
196,518
|
|
||
Tier 1 risk-based capital ratio
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
38.9
|
%
|
|
$
|
822,688
|
|
|
6
|
%
|
|
$
|
126,865
|
|
|
4
|
%
|
|
$
|
84,577
|
|
NBH Bank, N.A.
|
26.6
|
%
|
|
556,876
|
|
|
11
|
%
|
|
230,334
|
|
|
4
|
%
|
|
83,758
|
|
|||
Total risk-based capital ratio
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
39.5
|
%
|
|
$
|
835,810
|
|
|
10
|
%
|
|
$
|
211,442
|
|
|
8
|
%
|
|
$
|
169,153
|
|
NBH Bank, N.A.
|
27.2
|
%
|
|
569,998
|
|
|
12
|
%
|
|
251,273
|
|
|
8
|
%
|
|
167,515
|
|
(1)
|
These ratio requirements are reflective of the agreements the Company has made with its various regulators in connection with the approval of the de novo charter for NBH Bank, N.A.
|
(2)
|
Due to the conditional guarantee represented by the loss sharing agreements, the FDIC indemnification asset and covered assets are risk-weighted at
20%
for purposes of risk-based capital computations.
|
|
For the three months ended
|
||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
Clawback liability amortization
|
$
|
(328
|
)
|
|
$
|
(313
|
)
|
Clawback liability remeasurement
|
(516
|
)
|
|
573
|
|
||
Reimbursement to FDIC for gain on sale of and income from covered OREO
|
(918
|
)
|
|
(860
|
)
|
||
Reimbursement to FDIC for recoveries
|
(85
|
)
|
|
(15
|
)
|
||
FDIC reimbursement of covered asset resolution costs
|
890
|
|
|
3,891
|
|
||
Total
|
$
|
(957
|
)
|
|
$
|
3,276
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2013
|
3,515,486
|
|
|
$
|
19.92
|
|
|
6.13
|
|
$
|
5,183,567
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Surrendered
|
(9,705
|
)
|
|
20.00
|
|
|
|
|
|
|||
Exercised
|
(295
|
)
|
|
20.00
|
|
|
|
|
|
|||
Expired
|
(2,083
|
)
|
|
20.00
|
|
|
|
|
|
|||
Outstanding at March 31, 2014
|
3,503,403
|
|
|
$
|
19.92
|
|
|
5.91
|
|
$
|
520,681
|
|
Options fully vested and exercisable at March 31, 2014
|
2,887,166
|
|
|
$
|
20.00
|
|
|
5.76
|
|
$
|
202,102
|
|
Options expected to vest
|
573,660
|
|
|
$
|
19.62
|
|
|
6.34
|
|
$
|
459,678
|
|
|
Total Restricted Shares
|
|
Weighted Average Grant-Date Fair Value
|
||
Unvested at December 31, 2013
|
1,064,460
|
|
|
15.16
|
|
Vested
|
(22,542
|
)
|
|
19.94
|
|
Granted
|
—
|
|
|
—
|
|
Forfeited
|
(10,000
|
)
|
|
13.14
|
|
Surrendered
|
(10,791
|
)
|
|
19.94
|
|
Unvested at March 31, 2014
|
1,021,127
|
|
|
15.02
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||
Risk-free interest rate
|
1.99
|
%
|
|
2.16
|
%
|
Expected volatility
|
34.04
|
%
|
|
33.80
|
%
|
Expected term (years)
|
5-6
|
|
|
6-7
|
|
Dividend yield
|
1.00
|
%
|
|
0.93
|
%
|
|
For the three months ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
Distributed earnings
|
$
|
2,276
|
|
|
$
|
2,663
|
|
Undistributed earnings (distributions in excess of earnings)
|
(845
|
)
|
|
(581
|
)
|
||
Net income
|
$
|
1,431
|
|
|
$
|
2,082
|
|
Less: earnings allocated to participating securities
|
(5
|
)
|
|
—
|
|
||
Earnings allocated to common shareholders
|
$
|
1,426
|
|
|
$
|
2,082
|
|
Weighted average shares outstanding for basic earnings per common share
|
44,819,644
|
|
|
52,320,622
|
|
||
Dilutive effect of equity awards
|
35,827
|
|
|
25,903
|
|
||
Dilutive effect of warrants
|
7,667
|
|
|
—
|
|
||
Weighted average shares outstanding for diluted earnings per common share
|
44,863,138
|
|
|
52,346,525
|
|
||
Basic earnings per share
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Diluted earnings per share
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
Asset Derivatives
|
|
|
|
Liability Derivatives
|
||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet Location
|
|
March 31, 2014
|
|
December 31, 2013
|
|
Balance Sheet Location
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
Other assets
|
|
$
|
1
|
|
|
$
|
129
|
|
|
Other liabilities
|
|
$
|
485
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
1
|
|
|
$
|
129
|
|
|
|
|
$
|
485
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
Other assets
|
|
$
|
204
|
|
|
$
|
73
|
|
|
Other liabilities
|
|
$
|
219
|
|
|
$
|
74
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
204
|
|
|
$
|
73
|
|
|
|
|
$
|
219
|
|
|
$
|
74
|
|
Derivatives in fair value hedging relationships
|
|
Location of gain or (loss) recognized in income on derivative
|
|
Amount of gain or (loss) recognized in income on derivative
|
|
Amount of gain or (loss) recognized in income on hedged item
|
||||||||||||
|
For the three months ended March 31,
|
|
For the three months ended March 31,
|
|||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||||
Interest rate products
|
|
Interest income
|
|
$
|
(614
|
)
|
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
(614
|
)
|
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
—
|
|
|
|
|
|
Amount of gain or (loss) recognized in income on derivative
|
|||||
|
|
|
|
For the three months ended March 31,
|
|||||
Derivatives not designated as hedging instruments
|
|
Location of gain or (loss) recognized in income on derivative
|
|
2014
|
|
2013
|
|||
Interest rate products
|
|
Other non-interest income
|
|
$
|
(14
|
)
|
|
—
|
|
Total
|
|
|
|
$
|
(14
|
)
|
|
—
|
|
•
|
Level 1—Includes assets or liabilities in which the inputs to the valuation methodologies are based on unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Includes assets or liabilities in which the inputs to the valuation methodologies are based on similar assets or liabilities in inactive markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs other than quoted prices that are observable, such as interest rates, yield curves, volatilities, prepayment speeds, and other inputs obtained from observable market input.
|
•
|
Level 3—Includes assets or liabilities in which the inputs to the valuation methodology are based on at least one significant assumption that is not observable in the marketplace. These valuations may rely on management’s judgment and may include internally-developed model-based valuation techniques.
|
|
March 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Asset backed securities
|
$
|
—
|
|
|
$
|
2,068
|
|
|
$
|
—
|
|
|
$
|
2,068
|
|
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
472,956
|
|
|
—
|
|
|
472,956
|
|
||||
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
1,245,397
|
|
|
—
|
|
|
1,245,397
|
|
||||
Other securities
|
—
|
|
|
—
|
|
|
419
|
|
|
419
|
|
||||
Derivatives
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
||||
Total assets at fair value
|
$
|
—
|
|
|
$
|
1,720,626
|
|
|
$
|
419
|
|
|
$
|
1,721,045
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,383
|
|
|
$
|
5,383
|
|
Clawback liability
|
—
|
|
|
—
|
|
|
33,309
|
|
|
33,309
|
|
||||
Derivatives
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
704
|
|
|
$
|
38,692
|
|
|
$
|
39,396
|
|
|
December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Asset backed securities
|
$
|
—
|
|
|
$
|
4,537
|
|
|
$
|
—
|
|
|
$
|
4,537
|
|
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
494,990
|
|
|
—
|
|
|
494,990
|
|
||||
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
—
|
|
|
1,285,582
|
|
|
—
|
|
|
1,285,582
|
|
||||
Other securities
|
—
|
|
|
—
|
|
|
419
|
|
|
419
|
|
||||
Derivatives
|
—
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||
Total assets at fair value
|
$
|
—
|
|
|
$
|
1,785,311
|
|
|
$
|
419
|
|
|
$
|
1,785,730
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,281
|
|
|
$
|
6,281
|
|
Clawback liability
|
—
|
|
|
—
|
|
|
32,465
|
|
|
32,465
|
|
||||
Derivatives
|
—
|
|
|
74
|
|
|
|
|
74
|
|
|||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
38,746
|
|
|
$
|
38,820
|
|
|
Warrant
liability
|
|
Clawback
liability
|
||||
Balance at December 31, 2012
|
$
|
5,461
|
|
|
$
|
31,271
|
|
Change in value
|
(627
|
)
|
|
(573
|
)
|
||
Amortization
|
—
|
|
|
313
|
|
||
Net change in level 3
|
$
|
(627
|
)
|
|
$
|
(260
|
)
|
Balance at March 31, 2013
|
$
|
4,834
|
|
|
$
|
31,011
|
|
Balance at December 31, 2013
|
$
|
6,281
|
|
|
$
|
32,465
|
|
Change in value
|
(898
|
)
|
|
516
|
|
||
Amortization
|
—
|
|
|
328
|
|
||
Settlement
|
—
|
|
|
—
|
|
||
Net change in Level 3
|
(898
|
)
|
|
844
|
|
||
Balance at March 31, 2014
|
$
|
5,383
|
|
|
$
|
33,309
|
|
|
March 31, 2014
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Losses from fair value changes
|
||||||||||
Other real estate owned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,983
|
|
|
$
|
65,983
|
|
|
$
|
822
|
|
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,103
|
|
|
$
|
33,103
|
|
|
$
|
465
|
|
|
March 31, 2013
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Losses from fair value changes
|
||||||||||
Other real estate owned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,330
|
|
|
$
|
83,330
|
|
|
$
|
4,526
|
|
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,605
|
|
|
$
|
36,605
|
|
|
$
|
4,911
|
|
|
Fair value at
March 31,
2014
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Quantitative
Measures
|
||
Other securities
|
$
|
419
|
|
|
Cash investment in private equity fund
|
|
Cash investment
|
|
|
Impaired loans
|
33,103
|
|
|
Appraised value
|
|
Appraised values
|
|
|
|
|
|
|
|
|
Discount rate
|
|
0-25%
|
||
Clawback liability
|
33,309
|
|
|
Contractually defined discounted cash flows
|
|
Intrinsic loss estimates
|
|
$323.3 million -
$405 million |
|
|
|
|
|
|
Expected credit losses
|
|
—
|
||
|
|
|
|
|
Discount rate
|
|
4%
|
||
Warrant liability
|
5,383
|
|
|
Black-Scholes
|
|
Volatility
|
|
19%-47%
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Level in fair
value
measurement
hierarchy
|
|
Carrying
amount
|
|
Estimated
fair value
|
|
Carrying
amount
|
|
Estimated
fair value
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
Level 1
|
|
$
|
197,815
|
|
|
$
|
197,815
|
|
|
$
|
189,460
|
|
|
$
|
189,460
|
|
Asset backed securities available-for-sale
|
Level 2
|
|
2,068
|
|
|
2,068
|
|
|
4,537
|
|
|
4,537
|
|
||||
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises available-for-sale
|
Level 2
|
|
472,956
|
|
|
472,956
|
|
|
494,990
|
|
|
494,990
|
|
||||
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored enterprises available-for-sale
|
Level 2
|
|
1,245,397
|
|
|
1,245,397
|
|
|
1,285,582
|
|
|
1,285,582
|
|
||||
Other securities
|
Level 3
|
|
419
|
|
|
419
|
|
|
419
|
|
|
419
|
|
||||
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises held-to-maturity
|
Level 2
|
|
492,294
|
|
|
492,969
|
|
|
513,090
|
|
|
511,489
|
|
||||
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored enterprises held-to-maturity
|
Level 2
|
|
123,927
|
|
|
121,154
|
|
|
128,817
|
|
|
124,916
|
|
||||
Capital stock of FHLB
|
Level 2
|
|
6,089
|
|
|
6,089
|
|
|
6,643
|
|
|
6,643
|
|
||||
Capital stock of FRB
|
Level 2
|
|
25,020
|
|
|
25,020
|
|
|
25,020
|
|
|
25,020
|
|
||||
Loans receivable, net
|
Level 3
|
|
1,947,620
|
|
|
2,015,036
|
|
|
1,841,573
|
|
|
1,923,888
|
|
||||
Loans held-for-sale
|
Level 2
|
|
2,143
|
|
|
2,143
|
|
|
5,787
|
|
|
5,787
|
|
||||
Accrued interest receivable
|
Level 2
|
|
12,197
|
|
|
12,197
|
|
|
11,355
|
|
|
11,355
|
|
||||
Derivatives
|
Level 2
|
|
205
|
|
|
205
|
|
|
202
|
|
|
202
|
|
||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||
Deposit transaction accounts
|
Level 2
|
|
2,422,198
|
|
|
2,422,198
|
|
|
2,342,622
|
|
|
2,342,622
|
|
||||
Time deposits
|
Level 2
|
|
1,443,898
|
|
|
1,446,661
|
|
|
1,495,687
|
|
|
1,498,798
|
|
||||
Securities sold under agreements to repurchase
|
Level 2
|
|
91,065
|
|
|
91,065
|
|
|
99,547
|
|
|
99,547
|
|
||||
Due to FDIC
|
Level 3
|
|
33,309
|
|
|
33,309
|
|
|
41,882
|
|
|
41,882
|
|
||||
Warrant liability
|
Level 3
|
|
5,383
|
|
|
5,383
|
|
|
6,281
|
|
|
6,281
|
|
||||
Accrued interest payable
|
Level 2
|
|
3,112
|
|
|
3,112
|
|
|
3,058
|
|
|
3,058
|
|
||||
Derivatives
|
Level 2
|
|
704
|
|
|
704
|
|
|
74
|
|
|
74
|
|
•
|
Organic loan originations totaled
$217.0 million
for the
three
months ended
March 31, 2014
, representing a
98.4%
increase from the same period of
2013
.
|
•
|
As of
March 31, 2014
, we have
$1.6 billion
of loans outstanding that are associated with a “strategic” client relationship - a
36.7%
annualized growth for the
three
months ended
March 31, 2014
.
|
•
|
Successfully exited
$28.7 million
, or
33.3%
annualized, of the non-strategic loan portfolio.
|
•
|
Non 310-30 loans
|
◦
|
Non-performing non 310-30 loans increased to 2.08% at March 31, 2014 from 1.51% at December 31, 2013 as a result of an increase in accruing restructured loans.
|
◦
|
Net charge-offs on average non 310-30 loans remained low at 0.09% annualized.
|
•
|
ASC 310-30 loans
|
◦
|
Added a net
$5.6 million
to accretable yield for the acquired loans accounted for under ASC 310-30.
|
◦
|
The
$14.8 million
covered commercial and industrial loan pool that had previously been on non-accrual status was returned to accrual status due to improved performance and predictability of cash flows within that pool.
|
•
|
Average transaction deposits and client repurchase agreements increased $25.5 million during the first quarter, or 4.2% annualized.
|
•
|
Transaction account balances improved to 62.7% of total deposits as of
March 31, 2014
from 61.0% at December 31, 2013.
|
•
|
As of
March 31, 2014
, total deposits and client repurchase agreements made up 98.5% of our total liabilities.
|
•
|
We did not have any brokered deposits as of
March 31, 2014
.
|
•
|
The average annual yield on our loan portfolio was
7.11%
for the
three
months ended
March 31, 2014
compared to
8.14%
for the
three
months ended
March 31, 2013
, driven by the increasing originated loan balances coupled with declining balances of higher-yielding purchased loans.
|
•
|
Cost of deposits improved eight basis points to
0.37%
for the
three
months ended
March 31, 2014
from
0.45%
for the
three
months ended
March 31, 2013
due to the continued emphasis on our commercial and consumer relationship banking strategy and lower cost transaction accounts.
|
•
|
Net interest margin widened to
3.94%
during the
three
months ended
March 31, 2014
, compared to 3.88% during the three months ended March 31, 2013, driven by lower cost of deposits.
|
•
|
Operating costs before problem loan/OREO workout expenses and the benefit of the change in the warrant liability declined $3.9 million, or 9.3%, during the
three
months ended
March 31, 2014
, compared to the same period in
2013
.
|
•
|
Problem loan/OREO workout expenses totaled
$2.3 million
for the
three
months ended
March 31, 2014
, decreasing
$4.7 million
from the same period in
2013
.
|
•
|
As of
March 31, 2014
, our consolidated tier 1 leverage ratio was
16.8%
and our consolidated tier 1 risk-based capital ratio was
36.8%
.
|
•
|
The after-tax accretable yield on ASC 310-30 loans plus the after-tax yield on the FDIC indemnification asset, net, in excess of 4.5%, an approximate yield on new loan originations, and discounted at 5%, adds $0.76 per share to our tangible book value per share as of
March 31, 2014
.
|
•
|
Tangible common book value per share was
$18.44
before consideration of the excess accretable yield value of $0.76 per share.
|
•
|
During the
three
months ended
March 31, 2014
, we repurchased 454,706 shares, or 1.0% of outstanding shares, at a weighted average price of $19.35 per share. Since late 2012 and through March 31, 2014, we have repurchased 7.9 million shares, or 15.1% of outstanding shares, at an attractive weighted average price of $19.75 per share.
|
•
|
On January 23, 2014, the Board of Directors approved a new authorization to repurchase up to $50.0 million of the Company’s common stock through December 31, 2014. At
March 31, 2014
, $41.2 million of this repurchase authorization remained.
|
|
As of and for the three months ended
|
|||||||
|
March 31, 2014
|
|
December 31, 2013
|
|
March 31, 2013
|
|||
Key Ratios
(1)
|
|
|
|
|
|
|||
Return on average assets
|
0.12
|
%
|
|
0.08
|
%
|
|
0.16
|
%
|
Return on average tangible assets
(2)
|
0.19
|
%
|
|
0.15
|
%
|
|
0.22
|
%
|
Return on average equity
|
0.64
|
%
|
|
0.42
|
%
|
|
0.78
|
%
|
Return on average tangible common equity
(2)
|
1.10
|
%
|
|
0.82
|
%
|
|
1.17
|
%
|
Return on risk weighted assets
|
0.26
|
%
|
|
0.19
|
%
|
|
0.46
|
%
|
Interest-earning assets to interest-bearing liabilities (end of period)
(3)
|
137.14
|
%
|
|
137.05
|
%
|
|
137.52
|
%
|
Loans to deposits ratio (end of period)
|
50.79
|
%
|
|
48.46
|
%
|
|
43.65
|
%
|
Average equity to average assets
|
18.34
|
%
|
|
19.02
|
%
|
|
20.55
|
%
|
Non-interest bearing deposits to total deposits (end of period)
|
17.83
|
%
|
|
17.59
|
%
|
|
16.11
|
%
|
Net interest margin (fully taxable equivalent)
(2)(4)
|
3.94
|
%
|
|
3.78
|
%
|
|
3.88
|
%
|
Interest rate spread
(5)
|
3.82
|
%
|
|
3.66
|
%
|
|
3.74
|
%
|
Yield on earning assets (fully taxable equivalent)
(2)(3)
|
4.26
|
%
|
|
4.11
|
%
|
|
4.27
|
%
|
Cost of interest bearing liabilities
(3)
|
0.44
|
%
|
|
0.45
|
%
|
|
0.53
|
%
|
Cost of deposits
|
0.37
|
%
|
|
0.38
|
%
|
|
0.45
|
%
|
Non-interest expense to average assets
|
3.22
|
%
|
|
3.50
|
%
|
|
3.67
|
%
|
Efficiency ratio
(6)
|
87.65
|
%
|
|
93.36
|
%
|
|
88.29
|
%
|
Dividend payout ratio
|
166.67
|
%
|
|
250.00
|
%
|
|
125.00
|
%
|
|
|
|
|
|
|
|||
Asset Quality Data
(7)(8)(9)
|
|
|
|
|
|
|||
Non-performing loans to total loans
|
1.65
|
%
|
|
1.95
|
%
|
|
2.08
|
%
|
Covered non-performing loans to total non-performing loans
|
21.34
|
%
|
|
62.64
|
%
|
|
27.27
|
%
|
Non-performing assets to total assets
|
2.02
|
%
|
|
2.18
|
%
|
|
2.31
|
%
|
Covered non-performing assets to total non-performing assets
|
44.04
|
%
|
|
57.53
|
%
|
|
46.45
|
%
|
Allowance for loan losses to total loans
|
0.71
|
%
|
|
0.68
|
%
|
|
0.73
|
%
|
Allowance for loan losses to total non-covered loans
|
0.83
|
%
|
|
0.81
|
%
|
|
1.05
|
%
|
Allowance for loan losses to non-performing loans
|
43.24
|
%
|
|
34.71
|
%
|
|
35.05
|
%
|
Net charge-offs to average loans
|
0.07
|
%
|
|
(0.07
|
%)
|
|
0.88
|
%
|
(1)
|
Ratios are annualized.
|
(2)
|
Ratio represents non-GAAP financial measure. See non-GAAP reconciliation on page 45.
|
(3)
|
Interest earning assets include assets that earn interest/accretion or dividends, except for the FDIC indemnification asset, which is not part of interest earning assets. Any market value adjustments on investment securities are excluded from interest-earning assets. Interest bearing liabilities include liabilities that must be paid interest.
|
(4)
|
Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
|
(5)
|
Interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.
|
(6)
|
The efficiency ratio represents non-interest expense, less intangible asset amortization, as a percentage of net interest income plus non-interest income.
|
(7)
|
Non-performing loans consist of non-accruing loans, loans 90 days or more past due and still accruing interest and restructured loans, but exclude any loans accounted for under ASC 310-30 in which the pool is still performing. These ratios may, therefore, not be comparable to similar ratios of our peers.
|
(8)
|
Non-performing assets include non-performing loans, other real estate owned and other repossessed assets.
|
(9)
|
Total loans are net of unearned discounts and fees.
|
|
As of and for the three months ended
|
||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
|
March 31, 2013
|
||||||
Total shareholders’ equity
|
$
|
895,849
|
|
|
$
|
897,792
|
|
|
$
|
1,086,743
|
|
Less: goodwill
|
(59,630
|
)
|
|
(59,630
|
)
|
|
(59,630
|
)
|
|||
Add: deferred tax liability related to goodwill
|
5,059
|
|
|
4,671
|
|
|
3,507
|
|
|||
Less: intangible assets, net
|
(20,893
|
)
|
|
(22,229
|
)
|
|
(26,239
|
)
|
|||
Tangible common equity (non-GAAP)
|
$
|
820,385
|
|
|
$
|
820,604
|
|
|
$
|
1,004,381
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
4,913,587
|
|
|
$
|
4,914,115
|
|
|
$
|
5,257,543
|
|
Less: goodwill
|
(59,630
|
)
|
|
(59,630
|
)
|
|
(59,630
|
)
|
|||
Add: deferred tax liability related to goodwill
|
5,059
|
|
|
4,671
|
|
|
3,507
|
|
|||
Less: intangible assets, net
|
(20,893
|
)
|
|
(22,229
|
)
|
|
(26,239
|
)
|
|||
Tangible assets (non-GAAP)
|
$
|
4,838,123
|
|
|
$
|
4,836,927
|
|
|
$
|
5,175,181
|
|
|
|
|
|
|
|
||||||
Total shareholders’ equity to total assets
|
18.23
|
%
|
|
18.27
|
%
|
|
20.67
|
%
|
|||
Less: impact of goodwill and intangible assets, net
|
(1.27
|
)%
|
|
(1.30
|
)%
|
|
(1.26
|
)%
|
|||
Tangible common equity to tangible assets (non-GAAP)
|
16.96
|
%
|
|
16.97
|
%
|
|
19.41
|
%
|
|||
|
|
|
|
|
|
||||||
Common book value per share calculations:
|
|
|
|
|
|
||||||
Total shareholders' equity
|
$
|
895,849
|
|
|
$
|
897,792
|
|
|
$
|
1,086,743
|
|
Divided by: ending shares outstanding
|
44,486,467
|
|
|
44,918
|
|
|
52,314,909
|
|
|||
Common book value per share
|
$
|
20.14
|
|
|
$
|
19.99
|
|
|
$
|
20.77
|
|
|
|
|
|
|
|
||||||
Tangible common book value per share calculations:
|
|
|
|
|
|
||||||
Tangible common equity
|
$
|
820,385
|
|
|
$
|
820,604
|
|
|
$
|
1,004,381
|
|
Divided by: ending shares outstanding
|
44,486,467
|
|
|
44,918,336
|
|
|
52,314,909
|
|
|||
Tangible common book value per share (non-GAAP)
|
$
|
18.44
|
|
|
$
|
18.27
|
|
|
$
|
19.20
|
|
|
|
|
|
|
|
||||||
Tangible common book value per share, excluding accumulated other comprehensive income (loss) calculations:
|
|
|
|
|
|
||||||
Tangible common equity (non-GAAP)
|
$
|
820,385
|
|
|
$
|
820,604
|
|
|
$
|
1,004,381
|
|
Less: accumulated other comprehensive income (loss)
|
(469
|
)
|
|
6,756
|
|
|
(36,127
|
)
|
|||
Tangible common book value, excluding accumulated other comprehensive income (loss), net of tax
|
819,916
|
|
|
827,360
|
|
|
968,254
|
|
|||
Divided by: ending shares outstanding
|
44,486,467
|
|
|
44,918,336
|
|
|
52,314,909
|
|
|||
Tangible common book value per share, excluding accumulated other comprehensive income (loss), net of tax (non-GAAP)
|
$
|
18.43
|
|
|
$
|
18.42
|
|
|
$
|
18.51
|
|
|
As of and for the three months ended
|
|||||||
|
March 31, 2014
|
|
December 31, 2013
|
|
March 31, 2013
|
|||
Return on average assets
|
0.12
|
%
|
|
0.08
|
%
|
|
0.16
|
%
|
Add: impact of goodwill and intangible assets, net
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Add: impact of core deposit intangible expense, after tax
|
0.07
|
%
|
|
0.07
|
%
|
|
0.06
|
%
|
Return on average tangible assets (non-GAAP)
|
0.19
|
%
|
|
0.15
|
%
|
|
0.22
|
%
|
|
|
|
|
|
|
|||
Return on average equity
|
0.64
|
%
|
|
0.42
|
%
|
|
0.78
|
%
|
Add: impact of goodwill and intangible assets, net
|
0.06
|
%
|
|
0.07
|
%
|
|
0.06
|
%
|
Add: impact of core deposit intangible expense, after tax
|
0.40
|
%
|
|
0.33
|
%
|
|
0.33
|
%
|
Return on average tangible common equity (non-GAAP)
|
1.10
|
%
|
|
0.82
|
%
|
|
1.17
|
%
|
|
|
|
|
|
|
|||
Yield on earning assets
|
4.25
|
%
|
|
4.11
|
%
|
|
4.27
|
%
|
Add: impact of taxable equivalent adjustment
|
0.01
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Yield on earning assets (fully taxable equivalent) (non-GAAP)
|
4.26
|
%
|
|
4.11
|
%
|
|
4.27
|
%
|
|
|
|
|
|
|
|||
Net interest margin
|
3.93
|
%
|
|
3.78
|
%
|
|
3.88
|
%
|
Add: impact of taxable equivalent adjustment
|
0.01
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Net interest margin (fully taxable equivalent) (non-GAAP)
|
3.94
|
%
|
|
3.78
|
%
|
|
3.88
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||
|
Amortized
cost
|
|
Fair
value
|
|
Percent of
portfolio
|
|
Weighted
average
yield
|
|
Amortized
cost
|
|
Fair
value
|
|
Percent of
portfolio
|
|
Weighted
average
yield
|
||||||||||||
Asset backed securities
|
$
|
2,066
|
|
|
$
|
2,068
|
|
|
0.12
|
%
|
|
0.63
|
%
|
|
$
|
4,534
|
|
|
$
|
4,537
|
|
|
0.26
|
%
|
|
0.61
|
%
|
Mortgage-backed securities (“MBS”):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
465,901
|
|
|
472,956
|
|
|
27.49
|
%
|
|
2.28
|
%
|
|
490,321
|
|
|
494,990
|
|
|
27.72
|
%
|
|
2.22
|
%
|
||||
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
1,270,165
|
|
|
1,245,397
|
|
|
72.37
|
%
|
|
1.85
|
%
|
|
1,320,998
|
|
|
1,285,582
|
|
|
72.00
|
%
|
|
1.83
|
%
|
||||
Other securities
|
419
|
|
|
419
|
|
|
0.02
|
%
|
|
0.00
|
%
|
|
419
|
|
|
419
|
|
|
0.02
|
%
|
|
0.00
|
%
|
||||
Total investment securities available-for-sale
|
$
|
1,738,551
|
|
|
$
|
1,720,840
|
|
|
100.00
|
%
|
|
1.96
|
%
|
|
$
|
1,816,272
|
|
|
$
|
1,785,528
|
|
|
100.00
|
%
|
|
1.94
|
%
|
|
Due in one year or less
|
|
Due after one year through five years
|
|
Due after five years through ten years
|
|
Due after ten years
|
|
Other securities
|
|
Total
|
||||||||||||||||||||||||||||||
|
Carrying
value |
|
Weighted
average yield |
|
Carrying
value |
|
Weighted
average yield |
|
Carrying
value |
|
Weighted
average yield |
|
Carrying
value |
|
Weighted
average yield |
|
Carrying
value |
|
Weighted
average yield |
|
Carrying
value |
|
Weighted
average yield |
||||||||||||||||||
Asset backed securities
|
$
|
—
|
|
|
0.00
|
%
|
|
$
|
2,068
|
|
|
0.63
|
%
|
|
$
|
—
|
|
|
0.00
|
%
|
|
$
|
—
|
|
|
0.00
|
%
|
|
$
|
—
|
|
|
0.00
|
%
|
|
$
|
2,068
|
|
|
0.63
|
%
|
Mortgage-backed
securities (“MBS”):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Residential mortgage
pass-through
securities issued
or guaranteed by
U.S. Government
agencies or
sponsored
enterprises
|
—
|
|
|
0.00
|
%
|
|
8
|
|
|
1.27
|
%
|
|
174,016
|
|
|
1.47
|
%
|
|
298,932
|
|
|
2.76
|
%
|
|
—
|
|
|
0.00
|
%
|
|
472,956
|
|
|
2.28
|
%
|
||||||
Other residential MBS
issued or
guaranteed by
U.S. Government
agencies or
sponsored
enterprises
|
—
|
|
|
0.00
|
%
|
|
—
|
|
|
0.00
|
%
|
|
11,357
|
|
|
3.09
|
%
|
|
1,234,040
|
|
|
1.84
|
%
|
|
—
|
|
|
0.00
|
%
|
|
1,245,397
|
|
|
1.85
|
%
|
||||||
Other securities
|
—
|
|
|
0.00
|
%
|
|
—
|
|
|
0.00
|
%
|
|
—
|
|
|
0.00
|
%
|
|
—
|
|
|
0.00
|
%
|
|
419
|
|
|
0.00
|
%
|
|
419
|
|
|
0.00
|
%
|
||||||
Total investment securities available-for-sale
|
$
|
—
|
|
|
0.00
|
%
|
|
$
|
2,076
|
|
|
0.63
|
%
|
|
$
|
185,373
|
|
|
1.57
|
%
|
|
$
|
1,532,972
|
|
|
2.02
|
%
|
|
$
|
419
|
|
|
0.00
|
%
|
|
$
|
1,720,840
|
|
|
1.96
|
%
|
|
March 31, 2014
|
||||||||||||
|
Amortized
cost |
|
Fair
value |
|
Percent of
portfolio |
|
Weighted
average yield |
||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
492,294
|
|
|
$
|
492,969
|
|
|
79.89
|
%
|
|
3.31
|
%
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
123,927
|
|
|
121,154
|
|
|
20.11
|
%
|
|
1.71
|
%
|
||
Total investment securities held-to-maturity
|
$
|
616,221
|
|
|
$
|
614,123
|
|
|
100.00
|
%
|
|
2.99
|
%
|
|
December 31, 2013
|
||||||||||||
|
Amortized
cost |
|
Fair
value |
|
Percent of
portfolio |
|
Weighted
average yield |
||||||
Residential mortgage pass-through securities issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
$
|
513,090
|
|
|
$
|
511,489
|
|
|
79.93
|
%
|
|
3.31
|
%
|
Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored enterprises
|
128,817
|
|
|
124,916
|
|
|
20.07
|
%
|
|
1.70
|
%
|
||
Total investment securities held-to-maturity
|
$
|
641,907
|
|
|
$
|
636,405
|
|
|
100.00
|
%
|
|
2.99
|
%
|
|
Amortized
cost
|
|
Weighted
average
yield
|
|||
Due in one year or less
|
$
|
—
|
|
|
0.00
|
%
|
Due after one year through five years
|
—
|
|
|
0.00
|
%
|
|
Due after five years through ten years
|
17,597
|
|
|
2.01
|
%
|
|
Due after ten years
|
598,624
|
|
|
3.02
|
%
|
|
Total
|
$
|
616,221
|
|
|
2.99
|
%
|
To analyze:
|
|
We look at:
|
Loan growth and production efforts
|
|
Strategic balances and loan originations
|
Workout efforts of our purchased non-strategic portfolio
|
|
Non-strategic balances and accretable yield
|
Risk mitigants of our non-performing loans
|
|
FDIC loss-share coverage and fair value marks
|
Interest income
|
|
ASC 310-30 and non 310-30 yields and accretable yield
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Strategic
|
|
Non-strategic
|
|
Total
|
|
Strategic
|
|
Non-strategic
|
|
Total
|
||||||||||||
Commercial
|
$
|
513,669
|
|
|
$
|
68,900
|
|
|
$
|
582,569
|
|
|
$
|
411,589
|
|
|
$
|
71,906
|
|
|
$
|
483,495
|
|
Commercial real estate
|
227,634
|
|
|
191,723
|
|
|
419,357
|
|
|
210,265
|
|
|
210,263
|
|
|
420,528
|
|
||||||
Owner-occupied commercial real estate
|
134,453
|
|
|
26,935
|
|
|
161,388
|
|
|
123,386
|
|
|
30,306
|
|
|
153,692
|
|
||||||
Agriculture
|
151,708
|
|
|
3,423
|
|
|
155,131
|
|
|
154,811
|
|
|
5,141
|
|
|
159,952
|
|
||||||
Residential real estate
|
581,451
|
|
|
27,774
|
|
|
609,225
|
|
|
570,455
|
|
|
29,469
|
|
|
599,924
|
|
||||||
Consumer
|
31,401
|
|
|
2,521
|
|
|
33,922
|
|
|
33,599
|
|
|
2,904
|
|
|
36,503
|
|
||||||
Total
|
$
|
1,640,316
|
|
|
$
|
321,276
|
|
|
$
|
1,961,592
|
|
|
$
|
1,504,105
|
|
|
$
|
349,989
|
|
|
$
|
1,854,094
|
|
|
First quarter
|
|
Fourth quarter
|
|
Third quarter
|
|
Second quarter
|
|
First quarter
|
||||||||||
|
2014
|
|
2013
|
|
2013
|
|
2013
|
|
2013
|
||||||||||
Commercial
|
$
|
130,096
|
|
|
$
|
159,931
|
|
|
$
|
80,833
|
|
|
$
|
24,982
|
|
|
$
|
15,150
|
|
Commercial real estate
|
29,633
|
|
|
14,579
|
|
|
28,855
|
|
|
23,976
|
|
|
18,513
|
|
|||||
Owner-occupied commercial real estate
|
21,002
|
|
|
6,380
|
|
|
21,226
|
|
|
7,577
|
|
|
18,236
|
|
|||||
Agriculture
|
4,959
|
|
|
23,610
|
|
|
5,689
|
|
|
22,901
|
|
|
9,446
|
|
|||||
Residential real estate
|
27,812
|
|
|
36,113
|
|
|
51,749
|
|
|
86,161
|
|
|
45,808
|
|
|||||
Consumer
|
3,461
|
|
|
3,594
|
|
|
3,326
|
|
|
3,157
|
|
|
2,211
|
|
|||||
Total
|
$
|
216,963
|
|
|
$
|
244,207
|
|
|
$
|
191,678
|
|
|
$
|
168,754
|
|
|
$
|
109,364
|
|
|
March 31, 2014
|
||||||||||||||
|
Due within
1 Year
|
|
Due after 1 but
within 5 Years
|
|
Due after
5 Years
|
|
Total
|
||||||||
Commercial
|
$
|
135,019
|
|
|
$
|
365,785
|
|
|
$
|
81,765
|
|
|
$
|
582,569
|
|
Commercial real estate
|
113,388
|
|
|
236,935
|
|
|
69,034
|
|
|
419,357
|
|
||||
Owner-occupied commercial real estate
|
26,562
|
|
|
63,546
|
|
|
71,280
|
|
|
161,388
|
|
||||
Agriculture
|
22,676
|
|
|
80,681
|
|
|
51,774
|
|
|
155,131
|
|
||||
Residential real estate
|
27,204
|
|
|
49,342
|
|
|
532,679
|
|
|
609,225
|
|
||||
Consumer
|
12,941
|
|
|
14,565
|
|
|
6,416
|
|
|
33,922
|
|
||||
Total loans
|
$
|
337,790
|
|
|
$
|
810,854
|
|
|
$
|
812,948
|
|
|
$
|
1,961,592
|
|
Covered
|
$
|
161,093
|
|
|
$
|
82,765
|
|
|
$
|
43,732
|
|
|
$
|
287,590
|
|
Non-covered
|
176,697
|
|
|
728,089
|
|
|
769,216
|
|
|
1,674,002
|
|
||||
Total loans
|
$
|
337,790
|
|
|
$
|
810,854
|
|
|
$
|
812,948
|
|
|
$
|
1,961,592
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Due within
1 Year |
|
Due after 1 but
within 5 Years |
|
Due after
5 Years |
|
Total
|
||||||||
Commercial
|
$
|
128,368
|
|
|
$
|
297,120
|
|
|
$
|
58,007
|
|
|
$
|
483,495
|
|
Commercial real estate
|
135,673
|
|
|
205,046
|
|
|
79,808
|
|
|
420,527
|
|
||||
Owner-occupied commercial real estate
|
20,382
|
|
|
72,839
|
|
|
60,472
|
|
|
153,693
|
|
||||
Agriculture
|
32,258
|
|
|
80,681
|
|
|
47,013
|
|
|
159,952
|
|
||||
Residential real estate
|
36,085
|
|
|
52,079
|
|
|
511,760
|
|
|
599,924
|
|
||||
Consumer
|
14,284
|
|
|
15,281
|
|
|
6,938
|
|
|
36,503
|
|
||||
Total loans
|
$
|
367,050
|
|
|
$
|
723,046
|
|
|
$
|
763,998
|
|
|
$
|
1,854,094
|
|
Covered
|
$
|
175,452
|
|
|
$
|
96,216
|
|
|
$
|
37,729
|
|
|
$
|
309,397
|
|
Non-covered
|
191,598
|
|
|
626,830
|
|
|
726,269
|
|
|
1,544,697
|
|
||||
Total loans
|
$
|
367,050
|
|
|
$
|
723,046
|
|
|
$
|
763,998
|
|
|
$
|
1,854,094
|
|
|
March 31, 2014
|
|||||||||||||||||||
|
Fixed
|
|
Variable
|
|
Total
|
|||||||||||||||
|
Balance
|
|
Weighted average rate
|
|
Balance
|
|
Weighted average rate
|
|
Balance
|
|
Weighted average rate
|
|||||||||
Commercial
|
$
|
125,885
|
|
|
4.05
|
%
|
|
$
|
302,312
|
|
|
3.85
|
%
|
|
$
|
428,197
|
|
|
3.91
|
%
|
Commercial real estate
|
97,311
|
|
|
4.72
|
%
|
|
100,293
|
|
|
3.75
|
%
|
|
197,604
|
|
|
4.22
|
%
|
|||
Owner-occupied commercial real estate
|
65,491
|
|
|
4.52
|
%
|
|
35,008
|
|
|
4.23
|
%
|
|
100,499
|
|
|
4.42
|
%
|
|||
Agriculture
|
71,599
|
|
|
4.95
|
%
|
|
39,615
|
|
|
4.59
|
%
|
|
111,214
|
|
|
4.82
|
%
|
|||
Residential real estate
|
324,068
|
|
|
3.49
|
%
|
|
211,957
|
|
|
3.64
|
%
|
|
536,025
|
|
|
3.55
|
%
|
|||
Consumer
|
10,276
|
|
|
6.12
|
%
|
|
4,497
|
|
|
4.16
|
%
|
|
14,773
|
|
|
5.52
|
%
|
|||
Total loans with > 1 year maturity
|
$
|
694,630
|
|
|
4.05
|
%
|
|
$
|
693,682
|
|
|
3.83
|
%
|
|
$
|
1,388,312
|
|
|
3.94
|
%
|
Covered
|
$
|
6,688
|
|
|
3.21
|
%
|
|
$
|
3,921
|
|
|
5.57
|
%
|
|
$
|
10,609
|
|
|
3.97
|
%
|
Non-covered
|
687,942
|
|
|
4.06
|
%
|
|
689,761
|
|
|
3.82
|
%
|
|
1,377,703
|
|
|
3.94
|
%
|
|||
Total loans with > 1 year maturity
|
$
|
694,630
|
|
|
4.05
|
%
|
|
$
|
693,682
|
|
|
3.83
|
%
|
|
$
|
1,388,312
|
|
|
3.94
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2013
|
|||||||||||||||||||
|
Fixed
|
|
Variable
|
|
Total
|
|||||||||||||||
|
Balance
|
|
Weighted average rate
|
|
Balance
|
|
Weighted average rate
|
|
Balance
|
|
Weighted average rate
|
|||||||||
Commercial
|
$
|
76,521
|
|
|
4.36
|
%
|
|
$
|
248,795
|
|
|
3.79
|
%
|
|
$
|
325,316
|
|
|
3.93
|
%
|
Commercial real estate
|
92,418
|
|
|
4.62
|
%
|
|
83,678
|
|
|
3.81
|
%
|
|
176,096
|
|
|
4.29
|
%
|
|||
Owner-occupied commercial real estate
|
59,939
|
|
|
4.61
|
%
|
|
31,492
|
|
|
4.19
|
%
|
|
91,431
|
|
|
4.46
|
%
|
|||
Agriculture
|
68,701
|
|
|
5.02
|
%
|
|
35,898
|
|
|
4.47
|
%
|
|
104,599
|
|
|
4.83
|
%
|
|||
Residential real estate
|
316,083
|
|
|
3.49
|
%
|
|
208,361
|
|
|
3.64
|
%
|
|
524,444
|
|
|
3.55
|
%
|
|||
Consumer
|
10,683
|
|
|
6.24
|
%
|
|
4,617
|
|
|
4.20
|
%
|
|
15,300
|
|
|
5.63
|
%
|
|||
Total loans with > 1 year maturity
|
$
|
624,345
|
|
|
4.11
|
%
|
|
$
|
612,841
|
|
|
3.80
|
%
|
|
$
|
1,237,186
|
|
|
3.96
|
%
|
Covered
|
$
|
11,044
|
|
|
3.74
|
%
|
|
$
|
7,057
|
|
|
5.97
|
%
|
|
$
|
18,101
|
|
|
4.54
|
%
|
Non-covered
|
613,301
|
|
|
4.11
|
%
|
|
605,784
|
|
|
3.78
|
%
|
|
1,219,085
|
|
|
3.95
|
%
|
|||
Total loans with > 1 year maturity
|
$
|
624,345
|
|
|
4.11
|
%
|
|
$
|
612,841
|
|
|
3.80
|
%
|
|
$
|
1,237,186
|
|
|
3.96
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Remaining accretable yield on loans accounted for under ASC 310-30
|
$
|
119,298
|
|
|
$
|
130,624
|
|
Remaining accretable fair value mark on loans not accounted for under ASC 310-30
|
9,922
|
|
|
10,755
|
|
||
Total remaining accretable yield and fair value mark
|
$
|
129,220
|
|
|
$
|
141,379
|
|
Commercial
|
|
Single family
|
||||||||
Tranche
|
|
Loss Threshold
|
|
Loss-Coverage
Percentage
|
|
Tranche
|
|
Loss Threshold
|
|
Loss-Coverage
Percentage
|
1
|
|
Up to $295,592
|
|
60%
|
|
1
|
|
Up to $4,618
|
|
60%
|
2
|
|
$295,593-405,293
|
|
0%
|
|
2
|
|
$4,618-8,191
|
|
30%
|
3
|
|
>$405,293
|
|
80%
|
|
3
|
|
>$8,191
|
|
80%
|
Tranche
|
|
Loss Threshold
|
|
Loss-Coverage Percentage
|
1
|
|
Up to $204,194
|
|
80%
|
2
|
|
$204,195-308,020
|
|
30%
|
3
|
|
>$308,020
|
|
80%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Non-covered
|
|
Covered
|
|
Total
|
|
Non-covered
|
|
Covered
|
|
Total
|
||||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
650
|
|
|
$
|
342
|
|
|
$
|
992
|
|
|
$
|
1,009
|
|
|
$
|
15,098
|
|
|
$
|
16,107
|
|
Commercial real estate
|
1,935
|
|
|
283
|
|
|
2,218
|
|
|
1,696
|
|
|
296
|
|
|
1,992
|
|
||||||
Agriculture
|
338
|
|
|
201
|
|
|
539
|
|
|
153
|
|
|
—
|
|
|
153
|
|
||||||
Residential real estate
|
4,416
|
|
|
1,349
|
|
|
5,765
|
|
|
4,468
|
|
|
1,377
|
|
|
5,845
|
|
||||||
Consumer
|
224
|
|
|
—
|
|
|
224
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||||
Total non-accrual loans
|
7,563
|
|
|
2,175
|
|
|
9,738
|
|
|
7,573
|
|
|
16,771
|
|
|
24,344
|
|
||||||
Loans past due 90 days or more and still accruing interest:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
115
|
|
|
115
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Agriculture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer
|
28
|
|
|
—
|
|
|
28
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Total accruing loans 90 days past due
|
53
|
|
|
—
|
|
|
53
|
|
|
14
|
|
|
115
|
|
|
129
|
|
||||||
Accruing restructured loans
(1)
|
17,800
|
|
|
4,720
|
|
|
22,520
|
|
|
5,891
|
|
|
5,714
|
|
|
11,605
|
|
||||||
Total non-performing loans
|
$
|
25,416
|
|
|
$
|
6,895
|
|
|
$
|
32,311
|
|
|
$
|
13,478
|
|
|
$
|
22,600
|
|
|
$
|
36,078
|
|
OREO
|
29,418
|
|
|
36,565
|
|
|
65,983
|
|
|
31,300
|
|
|
38,825
|
|
|
70,125
|
|
||||||
Other repossessed assets
|
784
|
|
|
302
|
|
|
1,086
|
|
|
784
|
|
|
302
|
|
|
1,086
|
|
||||||
Total non-performing assets
|
$
|
55,618
|
|
|
$
|
43,762
|
|
|
$
|
99,380
|
|
|
$
|
45,562
|
|
|
$
|
61,727
|
|
|
$
|
107,289
|
|
Allowance for loan losses
|
|
|
|
|
$
|
13,972
|
|
|
|
|
|
|
$
|
12,521
|
|
||||||||
Total non-performing loans to total non-covered, total covered, and total loans, respectively
|
1.52
|
%
|
|
2.40
|
%
|
|
1.65
|
%
|
|
0.87
|
%
|
|
7.30
|
%
|
|
1.95
|
%
|
||||||
Total non-performing assets to total assets
|
|
|
|
|
2.02
|
%
|
|
|
|
|
|
2.18
|
%
|
||||||||||
Allowance for loan losses to non-performing loans
|
|
|
|
|
43.24
|
%
|
|
|
|
|
|
34.71
|
%
|
(1)
|
Includes restructured loans less than 90 days past due and still accruing.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
ASC 310-30
loans
|
|
Non ASC
310-30 loans
|
|
Total
loans
|
|
ASC 310-30
loans
|
|
Non ASC
310-30 loans
|
|
Total
loans
|
||||||||||||
Loans 30-89 days past due and still accruing interest
|
$
|
25,873
|
|
|
$
|
4,551
|
|
|
$
|
30,424
|
|
|
$
|
11,245
|
|
|
$
|
2,854
|
|
|
$
|
14,099
|
|
Loans 90 days past due and still accruing interest
|
47,789
|
|
|
53
|
|
|
47,842
|
|
|
55,864
|
|
|
129
|
|
|
55,993
|
|
||||||
Non-accrual loans
|
—
|
|
|
9,738
|
|
|
9,738
|
|
|
14,827
|
|
|
9,517
|
|
|
24,344
|
|
||||||
Total past due and non-accrual loans
|
$
|
73,662
|
|
|
$
|
14,342
|
|
|
$
|
88,004
|
|
|
$
|
81,936
|
|
|
$
|
12,500
|
|
|
$
|
94,436
|
|
Total past due covered loans
|
$
|
58,289
|
|
|
$
|
2,248
|
|
|
$
|
60,537
|
|
|
$
|
63,603
|
|
|
$
|
2,284
|
|
|
$
|
65,887
|
|
Total past due and non-accrual loans to total ASC 310-30 loans, total non 310-30 loans and total loans, respectively
|
18.12
|
%
|
|
0.92
|
%
|
|
4.49
|
%
|
|
18.17
|
%
|
|
0.89
|
%
|
|
5.09
|
%
|
||||||
Total non-accrual loans to total ASC 310-30 loans, total non 310-30 loans, and total loans, respectively
|
0.00
|
%
|
|
0.63
|
%
|
|
0.50
|
%
|
|
3.29
|
%
|
|
0.68
|
%
|
|
1.31
|
%
|
||||||
% of total past due and non-accrual loans that carry fair value adjustments
|
100.00
|
%
|
|
46.78
|
%
|
|
91.33
|
%
|
|
100.00
|
%
|
|
52.23
|
%
|
|
93.68
|
%
|
||||||
% of total past due and non-accrual loans that are covered by FDIC loss sharing agreements
|
79.13
|
%
|
|
15.67
|
%
|
|
68.79
|
%
|
|
77.63
|
%
|
|
18.27
|
%
|
|
69.77
|
%
|
•
|
the borrower's resources, ability, and willingness to repay in accordance with the terms of the loan agreement;
|
•
|
the likelihood of receiving financial support from any guarantors;
|
•
|
the adequacy and present value of future cash flows, less disposal costs, of any collateral;
|
•
|
the impact current economic conditions may have on the borrower's financial condition and liquidity or the value of the collateral.
|
Commercial
|
|
Commercial real estate
|
|
Agriculture
|
|
Residential real estate
|
|
Consumer
|
Total commercial
|
|
Construction
|
|
Total agriculture
|
|
Senior lien
|
|
Total consumer
|
|
|
Acquisition and development
|
|
|
|
Junior lien
|
|
|
|
|
Multi-family
|
|
|
|
|
|
|
|
|
Owner-occupied
|
|
|
|
|
|
|
|
|
Non-owner occupied
|
|
|
|
|
|
|
•
|
economic/external conditions;
|
•
|
loan administration, loan structure and procedures;
|
•
|
risk tolerance/experience;
|
•
|
loan growth;
|
•
|
trends;
|
•
|
concentrations; and
|
•
|
other.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||||||||||
|
ASC 310-30 loans
|
|
Non 310-30 loans
|
|
Total
|
|
ASC 310-30 loans
|
|
Non 310-30 loans
|
|
Total
|
||||||||||||
Beginning allowance for loan losses
|
$
|
1,280
|
|
|
$
|
11,241
|
|
|
$
|
12,521
|
|
|
$
|
4,652
|
|
|
$
|
10,728
|
|
|
$
|
15,380
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
(2
|
)
|
|
(386
|
)
|
|
(388
|
)
|
|
—
|
|
|
(629
|
)
|
|
(629
|
)
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,812
|
)
|
|
(259
|
)
|
|
(3,071
|
)
|
||||||
Agriculture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential real estate
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
||||||
Consumer
|
—
|
|
|
(171
|
)
|
|
(171
|
)
|
|
—
|
|
|
(233
|
)
|
|
(233
|
)
|
||||||
Total charge-offs
|
(2
|
)
|
|
(577
|
)
|
|
(579
|
)
|
|
(2,812
|
)
|
|
(1,196
|
)
|
|
(4,008
|
)
|
||||||
Recoveries
|
—
|
|
|
261
|
|
|
261
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||||
Net charge-offs
|
(2
|
)
|
|
(316
|
)
|
|
(318
|
)
|
|
(2,812
|
)
|
|
(1,096
|
)
|
|
(3,908
|
)
|
||||||
Provision for loan loss
|
(54
|
)
|
|
1,823
|
|
|
1,769
|
|
|
309
|
|
|
1,108
|
|
|
1,417
|
|
||||||
Ending allowance for loan losses
|
$
|
1,224
|
|
|
$
|
12,748
|
|
|
$
|
13,972
|
|
|
$
|
2,149
|
|
|
$
|
10,740
|
|
|
$
|
12,889
|
|
Ratio of annualized net charge-offs to average total loans during the period, respectively
|
0.00
|
%
|
|
0.09
|
%
|
|
0.07
|
%
|
|
1.45
|
%
|
|
0.44
|
%
|
|
0.88
|
%
|
||||||
Ratio of allowance for loan losses to total loans outstanding at period end, respectively
|
0.30
|
%
|
|
0.82
|
%
|
|
0.71
|
%
|
|
0.29
|
%
|
|
1.04
|
%
|
|
0.73
|
%
|
||||||
Ratio of allowance for loan losses to total non-covered loans outstanding at period end, respectively
|
0.75
|
%
|
|
0.84
|
%
|
|
0.83
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
1.05
|
%
|
||||||
Ratio of allowance for loan losses to total non-performing loans at period end, respectively
|
0.00
|
%
|
|
39.45
|
%
|
|
43.24
|
%
|
|
0.00
|
%
|
|
29.20
|
%
|
|
0.00
|
%
|
||||||
Ratio of allowance for loan losses to total non-performing, non-covered loans at period end, respectively
|
0.00
|
%
|
|
50.16
|
%
|
|
54.97
|
%
|
|
0.00
|
%
|
|
40.16
|
%
|
|
0.00
|
%
|
||||||
Total loans
|
$
|
406,546
|
|
|
$
|
1,555,046
|
|
|
$
|
1,961,592
|
|
|
$
|
730,249
|
|
|
$
|
1,035,201
|
|
|
$
|
1,765,450
|
|
Average total loans outstanding during the period
|
$
|
424,335
|
|
|
$
|
1,478,336
|
|
|
$
|
1,902,671
|
|
|
$
|
785,103
|
|
|
$
|
1,011,137
|
|
|
$
|
1,796,240
|
|
Total non-covered loans
|
$
|
162,224
|
|
|
$
|
1,511,778
|
|
|
$
|
1,674,002
|
|
|
$
|
263,572
|
|
|
$
|
964,782
|
|
|
$
|
1,228,354
|
|
Total non-performing loans
|
$
|
—
|
|
|
$
|
32,311
|
|
|
$
|
32,311
|
|
|
$
|
—
|
|
|
$
|
36,775
|
|
|
$
|
36,775
|
|
Total non-performing, covered loans
|
$
|
—
|
|
|
$
|
6,895
|
|
|
$
|
6,895
|
|
|
$
|
—
|
|
|
$
|
10,029
|
|
|
$
|
10,029
|
|
|
March 31, 2014
|
||||||||||||
|
Total loans
|
|
% of total
loans
|
|
Related
ALL
|
|
% of ALL
|
||||||
Commercial
|
$
|
582,569
|
|
|
29.7
|
%
|
|
$
|
5,724
|
|
|
41.0
|
%
|
Commercial real estate
|
580,745
|
|
|
29.6
|
%
|
|
2,213
|
|
|
15.8
|
%
|
||
Agriculture
|
155,131
|
|
|
7.9
|
%
|
|
1,213
|
|
|
8.7
|
%
|
||
Residential real estate
|
609,225
|
|
|
31.1
|
%
|
|
4,234
|
|
|
30.3
|
%
|
||
Consumer and overdrafts
|
33,922
|
|
|
1.7
|
%
|
|
588
|
|
|
4.2
|
%
|
||
Total
|
$
|
1,961,592
|
|
|
100.0
|
%
|
|
$
|
13,972
|
|
|
100.0
|
%
|
|
December 31, 2013
|
||||||||||||
|
Total loans
|
|
% of total
loans |
|
Related
ALL |
|
% of ALL
|
||||||
Commercial
|
$
|
483,495
|
|
|
26.1
|
%
|
|
$
|
4,258
|
|
|
34.0
|
%
|
Commercial real estate
|
574,220
|
|
|
31.0
|
%
|
|
2,276
|
|
|
18.2
|
%
|
||
Agriculture
|
159,952
|
|
|
8.6
|
%
|
|
1,237
|
|
|
9.9
|
%
|
||
Residential real estate
|
599,924
|
|
|
32.3
|
%
|
|
4,259
|
|
|
34.0
|
%
|
||
Consumer and overdrafts
|
36,503
|
|
|
2.0
|
%
|
|
491
|
|
|
3.9
|
%
|
||
Total
|
$
|
1,854,094
|
|
|
100.0
|
%
|
|
$
|
12,521
|
|
|
100.0
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Minority interest in participated other real estate owned
|
$
|
10,627
|
|
|
$
|
10,627
|
|
Accrued interest on interest bearing bank deposits and investment securities
|
5,380
|
|
|
5,221
|
|
||
Accrued interest on loans
|
6,817
|
|
|
6,134
|
|
||
Accrued income taxes receivable and deferred tax assets
|
48,157
|
|
|
54,032
|
|
||
Other assets
|
11,141
|
|
|
10,533
|
|
||
Total other assets
|
$
|
82,122
|
|
|
$
|
86,547
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Participant interest in other real estate owned
|
$
|
4,243
|
|
|
$
|
4,243
|
|
Accrued interest payable
|
3,112
|
|
|
3,058
|
|
||
Accrued expenses
|
11,141
|
|
|
15,425
|
|
||
Warrant liability
|
5,383
|
|
|
6,281
|
|
||
Other liabilities
|
3,389
|
|
|
7,578
|
|
||
Total other liabilities
|
$
|
27,268
|
|
|
$
|
36,585
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
Non-interest bearing demand deposits
|
$
|
689,248
|
|
|
17.8
|
%
|
|
$
|
674,989
|
|
|
17.6
|
%
|
Interest bearing demand deposits
|
398,429
|
|
|
10.3
|
%
|
|
386,762
|
|
|
10.1
|
%
|
||
Savings accounts
|
245,429
|
|
|
6.4
|
%
|
|
198,444
|
|
|
5.1
|
%
|
||
Money market accounts
|
1,089,092
|
|
|
28.2
|
%
|
|
1,082,427
|
|
|
28.2
|
%
|
||
Total transaction deposits
|
2,422,198
|
|
|
62.7
|
%
|
|
2,342,622
|
|
|
61.0
|
%
|
||
Time deposits < $100,000
|
928,116
|
|
|
24.0
|
%
|
|
971,431
|
|
|
25.3
|
%
|
||
Time deposits
>
$100,000
|
515,782
|
|
|
13.3
|
%
|
|
524,256
|
|
|
13.7
|
%
|
||
Total time deposits
|
1,443,898
|
|
|
37.3
|
%
|
|
1,495,687
|
|
|
39.0
|
%
|
||
Total deposits
|
$
|
3,866,096
|
|
|
100.0
|
%
|
|
$
|
3,838,309
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2014
|
|
For the three months ended March 31, 2013
|
||||||||||||||||||
|
Average
balance
|
|
Interest
|
|
Average
rate
|
|
Average
balance
|
|
Interest
|
|
Average
rate
|
||||||||||
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ASC 310-30 loans
|
$
|
424,335
|
|
|
$
|
16,900
|
|
|
15.93
|
%
|
|
$
|
785,103
|
|
|
$
|
21,302
|
|
|
10.85
|
%
|
Non 310-30 loans
(1)(2)(3)(4)
|
1,480,674
|
|
|
16,506
|
|
|
4.52
|
%
|
|
1,015,260
|
|
|
14,833
|
|
|
5.93
|
%
|
||||
Investment securities available-for-sale
|
1,779,739
|
|
|
8,647
|
|
|
1.94
|
%
|
|
1,845,383
|
|
|
8,471
|
|
|
1.86
|
%
|
||||
Investment securities held-to-maturity
|
630,871
|
|
|
4,521
|
|
|
2.87
|
%
|
|
552,832
|
|
|
4,777
|
|
|
3.50
|
%
|
||||
Other securities
|
31,658
|
|
|
389
|
|
|
4.92
|
%
|
|
32,996
|
|
|
394
|
|
|
4.84
|
%
|
||||
Interest earning deposits and securities purchased under agreements to resell
|
130,355
|
|
|
81
|
|
|
0.25
|
%
|
|
531,945
|
|
|
321
|
|
|
0.24
|
%
|
||||
Total interest earning assets
(4)
|
$
|
4,477,632
|
|
|
$
|
47,044
|
|
|
4.26
|
%
|
|
$
|
4,763,519
|
|
|
$
|
50,098
|
|
|
4.27
|
%
|
Cash and due from banks
|
58,938
|
|
|
|
|
|
|
62,616
|
|
|
|
|
|
||||||||
Other assets
|
386,388
|
|
|
|
|
|
|
481,154
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(13,138
|
)
|
|
|
|
|
|
(14,297
|
)
|
|
|
|
|
||||||||
Total assets
|
$
|
4,909,820
|
|
|
|
|
|
|
$
|
5,292,992
|
|
|
|
|
|
||||||
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest bearing demand, savings and money market deposits
|
$
|
1,716,638
|
|
|
$
|
1,057
|
|
|
0.25
|
%
|
|
$
|
1,738,410
|
|
|
$
|
1,094
|
|
|
0.26
|
%
|
Time deposits
|
1,464,120
|
|
|
2,449
|
|
|
0.68
|
%
|
|
1,698,801
|
|
|
3,417
|
|
|
0.82
|
%
|
||||
Securities sold under agreements to repurchase
|
94,443
|
|
|
32
|
|
|
0.14
|
%
|
|
46,784
|
|
|
18
|
|
|
0.16
|
%
|
||||
Total interest bearing liabilities
|
$
|
3,275,201
|
|
|
$
|
3,538
|
|
|
0.44
|
%
|
|
$
|
3,483,995
|
|
|
$
|
4,529
|
|
|
0.53
|
%
|
Demand deposits
|
667,009
|
|
|
|
|
|
|
645,904
|
|
|
|
|
|
||||||||
Other liabilities
|
67,128
|
|
|
|
|
|
|
75,556
|
|
|
|
|
|
||||||||
Total liabilities
|
4,009,338
|
|
|
|
|
|
|
4,205,455
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
900,482
|
|
|
|
|
|
|
1,087,537
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
4,909,820
|
|
|
|
|
|
|
$
|
5,292,992
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
43,506
|
|
|
|
|
|
|
$
|
45,569
|
|
|
|
||||||
Interest rate spread
|
|
|
|
|
3.82
|
%
|
|
|
|
|
|
3.74
|
%
|
||||||||
Net interest earning assets
|
$
|
1,202,431
|
|
|
|
|
|
|
$
|
1,279,524
|
|
|
|
|
|
||||||
Net interest margin
(4)
|
|
|
|
|
3.94
|
%
|
|
|
|
|
|
3.88
|
%
|
||||||||
Ratio of average interest earning assets to average interest bearing liabilities
|
136.71
|
%
|
|
|
|
|
|
136.73
|
%
|
|
|
|
|
(1)
|
Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
|
(2)
|
Includes originated loans with average balances of $1.2 billion and $552 million, interest income of $12 million and $7 million, and yields of 4.16% and 4.80% for the three months ended
March 31, 2014
and
2013
, respectively.
|
(3)
|
Non 310-30 loans include loans held-for-sale. Average balances during the
three
months ended
March 31, 2014
and
2013
were $2.3 million and $4.1 million, and interest income was $45 thousand and $43 thousand for the same periods, respectively.
|
(4)
|
Presented on a fully taxable equivalent basis using the statutory tax rate of 35%. The taxable equivalent adjustments included above are $159 thousand and $0 for the
three
months ended
March 31, 2014
and
2013
, respectively.
|
|
Three months ended March 31, 2014
|
||||||||||
|
compared to
|
||||||||||
|
Three months ended March 31, 2013
|
||||||||||
|
Increase (decrease) due to
|
||||||||||
|
Volume
|
|
Rate
|
|
Net
|
||||||
Interest income:
|
|
|
|
|
|
||||||
ASC 310-30 loans
|
$
|
(14,368
|
)
|
|
$
|
9,966
|
|
|
$
|
(4,402
|
)
|
Non 310-30 loans
(1)(2)
|
5,188
|
|
|
(3,515
|
)
|
|
1,673
|
|
|||
Investment securities available-for-sale
|
(319
|
)
|
|
495
|
|
|
176
|
|
|||
Investment securities held-to-maturity
|
559
|
|
|
(815
|
)
|
|
(256
|
)
|
|||
Other securities
|
(16
|
)
|
|
11
|
|
|
(5
|
)
|
|||
Interest earning deposits and securities purchased under agreements to resell
|
(250
|
)
|
|
10
|
|
|
(240
|
)
|
|||
Total interest income
|
$
|
(9,206
|
)
|
|
$
|
6,152
|
|
|
$
|
(3,054
|
)
|
Interest expense:
|
|
|
|
|
|
||||||
Interest bearing demand, savings and money market deposits
|
$
|
(13
|
)
|
|
$
|
(24
|
)
|
|
$
|
(37
|
)
|
Time deposits
|
(393
|
)
|
|
(575
|
)
|
|
(968
|
)
|
|||
Securities sold under agreements to repurchase
|
16
|
|
|
(2
|
)
|
|
14
|
|
|||
Total interest expense
|
(390
|
)
|
|
(601
|
)
|
|
(991
|
)
|
|||
Net change in net interest income
|
$
|
(8,816
|
)
|
|
$
|
6,753
|
|
|
$
|
(2,063
|
)
|
(1)
|
Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
|
(2)
|
Non 310-30 loans include loans held-for-sale.
|
|
For the three months ended
|
|||||||||||||||||||||||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|||||||||||||||||||||||||
|
Average
balance
|
|
Average
rate
paid
|
|
Average
balance |
|
Average
rate paid |
|
Average
balance |
|
Average
rate paid |
|
Average
balance |
|
Average
rate paid |
|
Average
balance |
|
Average
rate paid |
|||||||||||||||
Non-interest bearing demand
|
$
|
667,009
|
|
|
0.00
|
%
|
|
$
|
676,959
|
|
|
0.00
|
%
|
|
$
|
668,400
|
|
|
0.00
|
%
|
|
$
|
649,323
|
|
|
0.00
|
%
|
|
$
|
645,904
|
|
|
0.00
|
%
|
Interest bearing demand
|
394,452
|
|
|
0.09
|
%
|
|
379,052
|
|
|
0.09
|
%
|
|
460,971
|
|
|
0.14
|
%
|
|
478,922
|
|
|
0.15
|
%
|
|
486,015
|
|
|
0.17
|
%
|
|||||
Money market accounts
|
1,098,041
|
|
|
0.32
|
%
|
|
1,097,009
|
|
|
0.32
|
%
|
|
1,088,084
|
|
|
0.32
|
%
|
|
1,052,590
|
|
|
0.32
|
%
|
|
1,057,847
|
|
|
0.32
|
%
|
|||||
Savings accounts
|
224,145
|
|
|
0.18
|
%
|
|
191,592
|
|
|
0.12
|
%
|
|
195,650
|
|
|
0.11
|
%
|
|
196,248
|
|
|
0.11
|
%
|
|
194,548
|
|
|
0.13
|
%
|
|||||
Time deposits
|
1,464,120
|
|
|
0.68
|
%
|
|
1,544,223
|
|
|
0.70
|
%
|
|
1,561,552
|
|
|
0.73
|
%
|
|
1,628,332
|
|
|
0.77
|
%
|
|
1,698,801
|
|
|
0.82
|
%
|
|||||
Total average deposits
|
$
|
3,847,767
|
|
|
0.37
|
%
|
|
$
|
3,888,835
|
|
|
0.38
|
%
|
|
$
|
3,974,657
|
|
|
0.40
|
%
|
|
$
|
4,005,415
|
|
|
0.42
|
%
|
|
$
|
4,083,115
|
|
|
0.45
|
%
|
|
For the three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Provision for (recoupment of) impairment on loans accounted for under ASC 310-30
|
$
|
(54
|
)
|
|
$
|
309
|
|
Provision for loan losses
|
1,823
|
|
|
1,108
|
|
||
Total provision for loan losses
|
$
|
1,769
|
|
|
$
|
1,417
|
|
|
For the three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
FDIC indemnification asset amortization
|
$
|
(7,608
|
)
|
|
$
|
(4,669
|
)
|
FDIC loss sharing income (expense)
|
(957
|
)
|
|
3,276
|
|
||
Service charges
|
3,540
|
|
|
3,687
|
|
||
Bank card fees
|
2,374
|
|
|
2,469
|
|
||
Gain on sale of mortgages, net
|
208
|
|
|
306
|
|
||
Gain on previously charged-off acquired loans
|
296
|
|
|
443
|
|
||
OREO related write-ups and other income
|
968
|
|
|
974
|
|
||
Other non-interest income
|
825
|
|
|
665
|
|
||
Total non-interest income (expense)
|
$
|
(354
|
)
|
|
$
|
7,151
|
|
|
For the three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Clawback liability amortization
|
$
|
(328
|
)
|
|
$
|
(313
|
)
|
Clawback liability remeasurement
|
(516
|
)
|
|
573
|
|
||
Reimbursement to FDIC for gain on sale of and income from covered OREO
|
(918
|
)
|
|
(860
|
)
|
||
Reimbursement to FDIC for recoveries
|
(85
|
)
|
|
(15
|
)
|
||
FDIC reimbursement of covered asset resolution costs
|
890
|
|
|
3,891
|
|
||
Other FDIC loss sharing income (expense)
|
$
|
(957
|
)
|
|
$
|
3,276
|
|
|
For the three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Salaries and benefits
|
$
|
20,774
|
|
|
$
|
22,956
|
|
Occupancy and equipment
|
6,474
|
|
|
5,965
|
|
||
Telecommunications and data processing
|
3,148
|
|
|
3,469
|
|
||
Marketing and business development
|
1,023
|
|
|
1,379
|
|
||
FDIC deposit insurance
|
1,045
|
|
|
1,047
|
|
||
ATM/debit card expenses
|
751
|
|
|
1,005
|
|
||
Professional fees
|
638
|
|
|
1,396
|
|
||
Other non-interest expense
|
2,409
|
|
|
2,908
|
|
||
Gain from change in fair value of warrant liability
|
(898
|
)
|
|
(627
|
)
|
||
Intangible asset amortization
|
1,336
|
|
|
1,336
|
|
||
Other real estate owned expenses
|
1,633
|
|
|
4,719
|
|
||
Problem loan expenses
|
685
|
|
|
2,331
|
|
||
Total non-interest expense
|
$
|
39,018
|
|
|
$
|
47,884
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Cash and due from banks
|
$
|
65,785
|
|
|
$
|
67,420
|
|
Due from Federal Reserve Bank of Kansas City
|
117,871
|
|
|
107,894
|
|
||
Interest bearing bank deposits
|
14,159
|
|
|
14,146
|
|
||
Unencumbered investment securities, at fair value
|
2,084,816
|
|
|
2,177,239
|
|
||
Total
|
$
|
2,282,631
|
|
|
$
|
2,366,699
|
|
Period
|
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
(b) Average
Price Paid Per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
|
||||||
January 1 - January 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
50,000,000
|
|
|
February 1 - February 28, 2014
(1)
|
|
10,791
|
|
|
19.84
|
|
|
10,791
|
|
|
42,838,505
|
|
||
February 1 - February 28, 2014
(2)
|
|
371,600
|
|
|
19.27
|
|
|
371,600
|
|
|
42,838,505
|
|
||
March 1 - March 31, 2014
(2)
|
|
83,106
|
|
|
19.69
|
|
|
83,106
|
|
|
41,202,407
|
|
||
Total
|
|
465,497
|
|
|
$
|
19.36
|
|
|
465,497
|
|
|
$
|
41,202,407
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed August 22, 2012)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to our Form S-1 Registration Statement (Registration No. 333-177971), filed August 22, 2012)
|
|
|
|
10.1
|
|
Transition and Consulting Agreement, dated April 7, 2014, by and among NBH Bank, N.A., National Bank Holdings Corporation and Donald Gaiter (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on April 8, 2014)
|
|
|
|
10.2
|
|
Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Restricted Stock Award Agreement
(For Executive Officers)
|
|
|
|
10.3
|
|
Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement (For Executive Officers)
|
|
|
|
10.4
|
|
Form of National Bank Holdings Corporation 2014 Omnibus Incentive Plan Restricted Stock Award Agreement
(For Non-Employee Directors)
|
|
|
|
31.1
|
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32
|
|
Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operation, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail*
|
*
|
|
This information is deemed furnished, not filed.
|
NATIONAL BANK HOLDINGS CORPORATION
|
|
/s/ Brian F. Lilly
|
Brian F. Lilly
|
Chief Financial Officer
|
(Authorized Officer and Principal Financial Officer)
|
(a)
|
Grant
. NBHC hereby grants to Participant an award of Restricted Stock with respect to an aggregate of [ ] restricted shares of Common Stock (the “
Restricted Stock
”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.
|
(b)
|
Incorporation by Reference, Etc
. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
|
(a)
|
General
. Except as may otherwise be provided herein, [(i)
[insert fraction]
(rounded down to the nearest whole Share if applicable) of the Shares of Restricted Stock shall vest on the [___] anniversary of the Date of Grant; (ii)
[insert fraction]
(rounded down to the nearest whole Share if applicable) of the Shares of Restricted Stock shall vest on the [___] anniversary of the Date of Grant; and (iii) the remaining Shares of Restricted Stock shall vest on the [___] anniversary of the Date of Grant, in each case, subject to Participant not having incurred a Termination of Employment as of the applicable vesting date.]
|
(b)
|
Vesting upon Death or Disability
. If Participant incurs a Termination of Employment due to Participant’s death or Disability, the restrictions on any unvested Restricted Stock shall
|
(c)
|
Other Termination of Employment
. If Participant incurs a Termination of Employment for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.
|
(a)
|
If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, the Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any amounts received with respect to, or profits realized from the vesting of Restricted Stock or the sale of securities of the Company during that 12-month period;
|
(b)
|
If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may require Participant to forfeit unvested Restricted Stock, may terminate this Agreement and/or require Participant to repay any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock; and
|
(c)
|
If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, then the Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any amounts realized upon the vesting of Restricted Stock or on the subsequent sale of the Shares that were granted as Restricted Stock or the cancellation of Shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the vesting or sale of the award.
|
(a)
|
Confidentiality of this Agreement
. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
|
(b)
|
Waiver and Amendment
. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted thereunder;
provided
that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any Restricted Stock theretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
(c)
|
Notices
. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
|
(d)
|
Severability
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
(e)
|
No Rights to Service
. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of NBHC or its Affiliates or shall interfere with or restrict in any way the right of NBHC or its Affiliates, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.
|
(f)
|
Beneficiary
. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with NBHC. The last such designation received
|
(g)
|
Successors
. The terms of this Agreement shall be binding upon and inure to the benefit of NBHC, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
|
(h)
|
Entire Agreement
. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
|
(i)
|
Bound by the Plan
. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
|
(j)
|
Governing Law
. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
(k)
|
Headings
. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
|
(l)
|
Counterparts
. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
|
1.
|
Grant of Option
.
|
(a)
|
Grant
. NBHC hereby grants to Participant a Nonqualified Stock Option (the “
Option
” and any portion thereof, the “
Options
”) to purchase [______] shares of Common Stock (such shares of Common Stock, the “
Shares
”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
|
(b)
|
Incorporation by Reference, Etc
. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.
|
(a)
|
Option Price
. The option price, being the price at which Participant shall be entitled to purchase the Shares upon the exercise of all or any of the Options, shall be $[ ] per Share (the “
Option Price
”).
|
(b)
|
Payment of the Option Price
. The Option may be exercised only by written notice, substantially in the form provided by NBHC, delivered in person or by mail in accordance with Section 11(b) and accompanied by payment of the Option Price. The aggregate Option Price shall be payable in cash, or, to the extent permitted by the Committee, by any of the other methods permitted under Section 5(g) of the Plan.
|
(a)
|
General Vesting
. [(i)
[insert fraction]
of the Options (rounded down to the nearest whole Share, if applicable) shall become Vested Options and shall become exercisable on the [___] anniversary of the Date of Grant; (ii)
[insert fraction]
of the Options (rounded down to the nearest whole Share, if applicable) shall become Vested Options and shall become exercisable on the [___] anniversary of the Date of Grant; and (iii) the remaining Options shall become Vested Options and shall become exercisable on the [___] anniversary of the Date of Grant, in each case, subject to Participant not having incurred a Termination of Employment as of the applicable vesting date.]
|
(b)
|
Vesting upon Retirement
. If Participant incurs a Termination of Employment due to Retirement (as defined below), the Options shall continue to vest and be exercisable according to the terms of this Agreement as though no Termination of Employment had occurred. For the purposes of this Agreement, “
Retirement
” shall mean Participant’s voluntary resignation at a time when (i) Participant is at least 60 years of age and (ii) Participant has been employed by NBHC for no less than 10 years. For the purposes of determining Participant’s eligibility for Retirement under this Agreement, if Participant was employed by a company or entity that NBHC acquired or that merged with NBHC, Participant’s employment with NBHC shall be deemed to have begun on the closing date of the transaction in which NBHC acquired or merged with such company or entity.
|
(c)
|
Vesting upon Death or Disability
. If Participant incurs a Termination of Employment due to death or Disability , or dies following Participant’s Termination of Employment due to Retirement, all Options that have not theretofore become Vested Options shall become Vested Options and be exercisable in accordance with Section 4.
|
(d)
|
Other Termination of Employment
. If Participant incurs a Termination of Employment for any reason other than Retirement, death or Disability, any Options that have not theretofore become Vested Options shall be forfeited by Participant without consideration.
|
(a)
|
The Options (to the extent not otherwise forfeited) shall automatically terminate and shall become null and void, be unexercisable and be of no further force and effect upon the earliest of:
|
(i)
|
the tenth anniversary of the Date of Grant;
|
(ii)
|
the first anniversary of Participant’s Termination of Employment in the case of a Termination of Employment due to death or Disability;
|
(iii)
|
the 90th day following Participant’s Termination of Employment in the case of a Termination of Employment by NBHC without Cause or a Termination of Employment due to Participant’s resignation for any reason; and
|
(iv)
|
the day of Participant’s Termination of Employment in the case of a Termination of Employment for Cause.
|
(b)
|
Notwithstanding the provisions of Section 4(a) to the contrary, in the event of Participant’s Termination of Employment for any reason (other than due to a Termination of Employment for Cause) during the two-year period following a Change in Control, the Option shall remain outstanding and exercisable until the earlier of (i) the tenth anniversary of the Date of Grant and (ii) the fifth anniversary of such Termination of Employment.
|
(a)
|
If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of Participant’s misconduct in connection with any financial reporting requirement under the federal securities laws, Participant shall reimburse the Company for all amounts received under this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial
|
(b)
|
If the Committee shall determine that Participant has engaged in a serious breach of conduct, the Committee may terminate this Agreement, cancel all Options and/or require Participant to repay gain realized on the exercise of Options; and
|
(c)
|
If Participant is found guilty of misconduct by any judicial or administrative authority in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii) other federal or state regulatory investigation, then the Committee may terminate this Agreement, require Participant to forfeit Options and/or may require the repayment of any gain realized on the exercise of any Options without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the Option.
|
(a)
|
Confidentiality of this Agreement
. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.
|
(b)
|
Waiver and Amendment
. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Option granted thereunder; provided that any such waiver or amendment that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
(c)
|
Notices
. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:
|
(d)
|
Severability
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
(e)
|
No Rights to Service
. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of NBHC or its Affiliates or shall interfere with or restrict in any way the right of NBHC or its Affiliates, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.
|
(f)
|
Beneficiary
. Participant may file with NBHC a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with NBHC. The last such designation received by NBHC shall be controlling;
provided
,
however
, that no designation, or change or revocation thereof, shall be effective unless received by NBHC prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.
|
(g)
|
Successors
. The terms of this Agreement shall be binding upon and inure to the benefit of NBHC, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
|
(h)
|
Entire Agreement
. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.
|
(i)
|
Bound by the Plan
. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
|
(j)
|
Governing Law
. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
(k)
|
Headings
. The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part, of this Agreement.
|
(l)
|
Counterparts
. This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
|
1.
|
Grant of Restricted Stock Award
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of National Bank Holdings Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2014
|
/s/ G. Timothy Laney
|
|
|
G. Timothy Laney
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of National Bank Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 9, 2014
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/s/ Brian F. Lilly
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Brian F. Lilly
Chief Financial Officer
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Date:
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May 9, 2014
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/s/ G. Timothy Laney
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G. Timothy Laney
Chief Executive Officer
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Date:
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May 9, 2014
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/s/ Brian F. Lilly
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Brian F. Lilly
Chief Financial Officer
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