10-Q


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
[X]
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2016.
 
 
 
[   ]
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______
 
 
 
 
 
Commission file number 001-15373
 
ENTERPRISE FINANCIAL SERVICES CORP

 
Incorporated in the State of Delaware
I.R.S. Employer Identification # 43-1706259
Address: 150 North Meramec
Clayton, MO 63105
Telephone: (314) 725-5500
___________________
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [   ] 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files ). Yes [X]  No [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]
Accelerated filer [X]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [   ]  No [X]
 
As of April 25, 2016, the Registrant had 20,021,499 shares of outstanding common stock, $0.01 par value.
 
This document is also available through our website at http://www.enterprisebank.com.

 






ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
Page
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.  Financial Statements
 
 
 
Condensed Consolidated Balance Sheets (Unaudited)
 
 
Condensed Consolidated Statements of Operations (Unaudited)
 
 
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4. Controls and Procedures
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.  Legal Proceedings
 
 
 
Item 1A.  Risk Factors
 
 
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 5. Other Information
 
 
 
Item 6. Exhibits
 
 
Signatures
 
 
 
 





PART 1 - ITEM 1 - FINANCIAL STATEMENTS
ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
March 31, 2016
 
December 31, 2015
Assets
 
 
 
Cash and due from banks
$
56,251

 
$
47,935

Federal funds sold
193

 
91

Interest-bearing deposits (including $1,870 and $1,320 pledged as collateral)
49,789

 
46,131

                  Total cash and cash equivalents
106,233

 
94,157

Interest-bearing deposits greater than 90 days
1,000

 
1,000

Securities available for sale
461,832

 
451,770

Securities held to maturity
43,257

 
43,714

Loans held for sale
6,409

 
6,598

Portfolio loans
2,832,616

 
2,750,737

   Less: Allowance for loan losses
34,373

 
33,441

Portfolio loans, net
2,798,243

 
2,717,296

Purchased credit impaired loans, net of the allowance for loan losses ($9,569 and $10,175, respectively)
53,908

 
64,583

                  Total loans, net
2,852,151

 
2,781,879

Other real estate
9,880

 
8,366

Other investments, at cost
19,231

 
17,455

Fixed assets, net
14,812

 
14,842

Accrued interest receivable
8,797

 
8,399

State tax credits held for sale, including $4,733 and $5,941 carried at fair value, respectively
45,305

 
45,850

Goodwill
30,334

 
30,334

Intangible assets, net
2,832

 
3,075

Other assets
107,832

 
101,044

Total assets
$
3,709,905

 
$
3,608,483

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Demand deposits
$
719,652

 
$
717,460

Interest-bearing transaction accounts
589,635

 
564,420

Money market accounts
1,061,407

 
1,053,662

Savings
100,203

 
92,861

Certificates of deposit:
 
 
 
Brokered
157,939

 
39,573

Other
302,910

 
316,615

Total deposits
2,931,746

 
2,784,591

Subordinated debentures
56,807

 
56,807

Federal Home Loan Bank advances
130,500

 
110,000

Other borrowings
193,788

 
270,326

Accrued interest payable
542

 
629

Other liabilities
37,138

 
35,301

Total liabilities
3,350,521

 
3,257,654

 
 
 
 
Shareholders' equity:
 
 
 
Preferred stock, $0.01 par value;
5,000,000 shares authorized; 0 shares issued and outstanding

 

Common stock, $0.01 par value; 30,000,000 shares authorized; 20,229,129 and 20,093,119 shares issued, respectively
202

 
201

Treasury stock, at cost; 236,100 and 76,000 shares, respectively
(5,954
)
 
(1,743
)
Additional paid in capital
210,420

 
210,589

Retained earnings
150,787

 
141,564

Accumulated other comprehensive income
3,929

 
218

Total shareholders' equity
359,384

 
350,829

Total liabilities and shareholders' equity
$
3,709,905

 
$
3,608,483

See accompanying notes to consolidated financial statements.

1



ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
 
Three months ended March 31,
(in thousands, except per share data)
2016
 
2015
Interest income:
 
 
 
Interest and fees on loans
$
32,608

 
$
29,608

Interest on debt securities:
 
 
 
Taxable
2,387

 
2,141

Nontaxable
332

 
297

Interest on interest-bearing deposits
61

 
47

Dividends on equity securities
72

 
58

Total interest income
35,460

 
32,151

Interest expense:
 
 
 
Interest-bearing transaction accounts
306

 
277

Money market accounts
1,006

 
642

Savings accounts
60

 
50

Certificates of deposit
1,019

 
1,591

Subordinated debentures
348

 
302

Federal Home Loan Bank advances
182

 
49

Notes payable and other borrowings
111

 
195

Total interest expense
3,032

 
3,106

Net interest income
32,428

 
29,045

Provision for portfolio loan losses
833

 
1,580

Provision reversal for purchased credit impaired loan losses
(73
)
 
(3,270
)
Net interest income after provision for loan losses
31,668

 
30,735

Noninterest income:
 
 
 
Service charges on deposit accounts
2,043

 
1,856

Wealth management revenue
1,662

 
1,740

Other service charges and fee income
868

 
753

Gain on state tax credits, net
518

 
674

Gain on sale of other real estate
122

 
20

Gain on sale of investment securities

 
23

Change in FDIC loss share receivable

 
(2,264
)
Miscellaneous income
792

 
781

Total noninterest income
6,005

 
3,583

Noninterest expense:
 
 
 
Employee compensation and benefits
12,647

 
11,513

Occupancy
1,683

 
1,694

Data processing
1,104

 
1,030

FDIC and other insurance
723

 
726

Professional fees
684

 
972

Loan legal and other real estate expense
357

 
278

FDIC clawback

 
412

Other
3,564

 
3,325

Total noninterest expense
20,762

 
19,950

 
 
 
 
Income before income tax expense
16,911

 
14,368

Income tax expense
5,886

 
5,022

Net income
$
11,025

 
$
9,346

 
 
 
 
Earnings per common share
 
 
 
Basic
$
0.55

 
$
0.47

Diluted
0.54

 
0.46

See accompanying notes to consolidated financial statements.

2




ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 
Three months ended March 31,
(in thousands)
2016
 
2015
Net income
$
11,025

 
$
9,346

Other comprehensive income, net of tax:
 
 
 
Unrealized gains on investment securities arising during the period, net of income tax expense for three months of $2,304 and $1,045, respectively
3,711

 
1,712

Less: Reclassification adjustment for realized gains on sale of securities available for sale included in net income, net of income tax expense for three months of $0, and $9, respectively

 
(14
)
Total other comprehensive income
3,711

 
1,698

Total comprehensive income
$
14,736

 
$
11,044


See accompanying notes to consolidated financial statements.


3



ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(in thousands, except per share data)
 
Preferred Stock
 
Common Stock
 
Treasury Stock
 
Additional paid in capital
 
Retained earnings
 
Accumulated
other
comprehensive income
 
Total
shareholders' equity
Balance January 1, 2016
 
$

 
$
201

 
$
(1,743
)
 
$
210,589

 
$
141,564

 
$
218

 
$
350,829

Net income
 

 

 

 

 
11,025

 

 
11,025

Other comprehensive income
 

 

 

 

 

 
3,711

 
3,711

Cash dividends paid on common shares, $0.09 per share
 

 

 

 

 
(1,802
)
 

 
(1,802
)
Repurchase of common shares
 

 

 
(4,211
)
 

 

 

 
(4,211
)
Issuance under equity compensation plans, 136,010 shares, net
 

 
1

 

 
(1,746
)
 

 

 
(1,745
)
Share-based compensation
 

 

 

 
794

 

 

 
794

Excess tax benefit related to equity compensation plans
 

 

 

 
783

 

 

 
783

Balance March 31, 2016
 
$

 
$
202

 
$
(5,954
)
 
$
210,420

 
$
150,787

 
$
3,929

 
$
359,384

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands, except per share data)
 
Preferred Stock
 
Common Stock
 
Treasury Stock
 
Additional paid in capital
 
Retained earnings
 
Accumulated
other
comprehensive income
 
Total
shareholders' equity
Balance January 1, 2015
 
$

 
$
199

 
$
(1,743
)
 
$
207,731

 
$
108,373

 
$
1,681

 
$
316,241

Net income
 

 

 

 

 
9,346

 

 
9,346

Other comprehensive income
 

 

 

 

 

 
1,698

 
1,698

Cash dividends paid on common shares, $0.0525 per share
 

 

 

 

 
(1,051
)
 

 
(1,051
)
Issuance under equity compensation plans, 97,936 shares, net
 

 
1

 

 
(1,047
)
 

 

 
(1,046
)
Share-based compensation
 

 

 

 
768

 

 

 
768

Excess tax benefit related to equity compensation plans
 

 

 

 
153

 

 

 
153

Balance March 31, 2015
 
$

 
$
200

 
$
(1,743
)
 
$
207,605

 
$
116,668

 
$
3,379

 
$
326,109


See accompanying notes to consolidated financial statements.

4



ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
Three months ended March 31,
(in thousands)
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
11,025

 
$
9,346

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation
535

 
489

Provision for loan losses
760

 
(1,690
)
Deferred income taxes
1,343

 
(152
)
Net amortization of debt securities
721

 
851

Amortization of intangible assets
243

 
284

Gain on sale of investment securities

 
(23
)
Mortgage loans originated for sale
(29,287
)
 
(31,603
)
Proceeds from mortgage loans sold
29,606

 
27,767

Gain on sale of other real estate
(122
)
 
(20
)
Gain on state tax credits, net
(518
)
 
(674
)
Excess tax benefit of share-based compensation
(783
)
 
(153
)
Share-based compensation
794

 
768

Valuation adjustment on other real estate
1

 
41

Net accretion of loan discount and indemnification asset
(2,249
)
 
(1,390
)
Changes in:
 
 
 
Accrued interest receivable
(398
)
 
(104
)
Accrued interest payable
(87
)
 
2

Other assets
(9,303
)
 
(1,666
)
Other liabilities
1,837

 
(3,681
)
Net cash provided (used) by operating activities
4,118

 
(1,608
)
Cash flows from investing activities:
 
 
 
Net decrease (increase) in loans
(71,324
)
 
3,443

Net cash proceeds received from FDIC loss share receivable

 
1,395

Proceeds from the sale of securities, available for sale

 
41,069

Proceeds from the paydown or maturity of securities, available for sale
12,894

 
10,715

Proceeds from the paydown or maturity of securities, held to maturity
431

 
515

Proceeds from the redemption of other investments
17,653

 
19,593

Proceeds from the sale of state tax credits held for sale
3,412

 
4,066

Proceeds from the sale of other real estate
671

 
2,896

Payments for the purchase/origination of:
 
 
 
Available for sale debt and equity securities
(17,637
)
 
(59,869
)
Other investments
(19,430
)
 
(9,975
)
State tax credits held for sale
(2,349
)
 
(3,112
)
Fixed assets
(505
)
 
(648
)
Net cash provided (used) in investing activities
(76,184
)
 
10,088

Cash flows from financing activities:
 
 
 
Net increase in noninterest-bearing deposit accounts
2,192

 
38,066

Net increase in interest-bearing deposit accounts
144,963

 
145,054

Proceeds from Federal Home Loan Bank advances
509,000

 
302,000

Repayments of Federal Home Loan Bank advances
(488,500
)
 
(440,000
)
Net decrease in other borrowings
(76,538
)
 
(53,019
)
Cash dividends paid on common stock
(1,802
)
 
(1,051
)
Excess tax benefit of share-based compensation
783

 
153

Payments for the repurchase of common stock
(4,211
)
 

Issuance of common stock, net
(1,745
)
 
(1,046
)
Net cash provided (used) by financing activities
84,142

 
(9,843
)
Net increase (decrease) in cash and cash equivalents
12,076

 
(1,363
)
Cash and cash equivalents, beginning of period
94,157

 
100,696

Cash and cash equivalents, end of period
$
106,233

 
$
99,333

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
3,119

 
$
3,105

Income taxes
14,084

 
3,500

Noncash transactions:
 
 
 
Transfer to other real estate owned in settlement of loans
$
2,683

 
$
890

Sales of other real estate financed
140

 


See accompanying notes to consolidated financial statements.

5



ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used by Enterprise Financial Services Corp (the "Company" or "Enterprise") in the preparation of the condensed consolidated financial statements are summarized below:

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate customers located in the St. Louis, Kansas City, and Phoenix metropolitan markets through its banking subsidiary, Enterprise Bank & Trust (the "Bank").

Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2016. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

Basis of Financial Statement Presentation

The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated. In 2016 the Company changed its presentation of certificates of deposit on the Condensed Consolidated Balance Sheets to separate brokered deposit sources from other sources.  The corresponding prior period balances were reclassified to conform to the current year presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.


6



NOTE 2 - EARNINGS PER SHARE

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and restricted stock awards where recipients have satisfied the vesting terms. Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

The following table presents a summary of per common share data and amounts for the periods indicated.

 
Three months ended March 31,
(in thousands, except per share data)
2016
 
2015
Net income as reported
$
11,025

 
$
9,346

 
 
 
 
Weighted average common shares outstanding
20,004

 
19,934

Additional dilutive common stock equivalents
229

 
223

Weighted average diluted common shares outstanding
20,233

 
20,157

 
 
 
 
Basic earnings per common share:
$
0.55

 
$
0.47

Diluted earnings per common share:
$
0.54

 
$
0.46


For the three months ended March 31, 2016 and 2015, the amount of common stock equivalents excluded from the earnings per share calculations because their effect was anti-dilutive was zero, and 0.3 million common stock equivalents, respectively.

7



NOTE 3 - INVESTMENTS

The following table presents the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity:
 
 
March 31, 2016
(in thousands)
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
Available for sale securities:
 
 
 
 
 
 
 
    Obligations of U.S. Government-sponsored enterprises
$
98,382

 
$
1,413

 
$

 
$
99,795

    Obligations of states and political subdivisions
39,437

 
1,404

 
(322
)
 
40,519

    Agency mortgage-backed securities
317,146

 
4,821

 
(449
)
 
321,518

          Total securities available for sale
$
454,965

 
$
7,638

 
$
(771
)
 
$
461,832

Held to maturity securities:
 
 
 
 
 
 
 
    Obligations of states and political subdivisions
$
14,813

 
$
168

 
$
(24
)
 
$
14,957

    Agency mortgage-backed securities
28,444

 
452

 

 
28,896

          Total securities held to maturity
$
43,257

 
$
620


$
(24
)

$
43,853


 
December 31, 2015
(in thousands)
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
Available for sale securities:
 
 
 
 
 
 
 
    Obligations of U.S. Government-sponsored enterprises
$
98,699

 
$
309

 
$

 
$
99,008

    Obligations of states and political subdivisions
40,700

 
1,343

 
(342
)
 
41,701

    Agency mortgage-backed securities
311,516

 
2,046

 
(2,501
)
 
311,061

          Total securities available for sale
$
450,915

 
$
3,698

 
$
(2,843
)
 
$
451,770

Held to maturity securities:
 
 
 
 
 
 
 
   Obligations of states and political subdivisions
$
14,831

 
$
63

 
$
(50
)
 
$
14,844

   Agency mortgage-backed securities
28,883

 

 
(286
)
 
28,597

          Total securities held to maturity
$
43,714

 
$
63

 
$
(336
)
 
$
43,441


At March 31, 2016, and December 31, 2015, there were no holdings of securities of any one issuer in an amount greater than 10% of shareholders’ equity, other than the U.S. Government agencies and sponsored enterprises. The agency mortgage-backed securities are all issued by U.S. Government-sponsored enterprises. Available for sale securities having a fair value of $271.1 million and $334.4 million at March 31, 2016, and December 31, 2015, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions.

The amortized cost and estimated fair value of debt securities at March 31, 2016, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximately 4 years.
 

8



 
Available for sale
 
Held to maturity
(in thousands)
Amortized Cost
 
Estimated Fair Value
 
Amortized Cost
 
Estimated Fair Value
Due in one year or less
$
27,884

 
$
28,031

 
$

 
$

Due after one year through five years
96,110

 
98,303

 
5,233

 
5,279

Due after five years through ten years
10,291

 
10,710

 
9,580

 
9,678

Due after ten years
3,534

 
3,270

 

 

Agency mortgage-backed securities
317,146

 
321,518

 
28,444

 
28,896

 
$
454,965

 
$
461,832


$
43,257


$
43,853



The following table represents a summary of investment securities that had an unrealized loss:
 
 
March 31, 2016
Less than 12 months
 
12 months or more
 
Total
(in thousands)
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Obligations of states and political subdivisions
$
3,302

 
$
14

 
$
3,680

 
$
332

 
$
6,982

 
$
346

Agency mortgage-backed securities
335

 

 
51,133

 
449

 
51,468

 
449

 
$
3,637

 
$
14


$
54,813


$
781


$
58,450


$
795

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
Less than 12 months
 
12 months or more
 
Total
(in thousands)
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Obligations of states and political subdivisions
$
2,199

 
$
12

 
$
9,395

 
$
380

 
$
11,594

 
$
392

Agency mortgage-backed securities
189,229

 
2,050

 
21,020

 
737

 
210,249

 
2,787

 
$
191,428

 
$
2,062


$
30,415


$
1,117


$
221,843


$
3,179



The unrealized losses at both March 31, 2016, and December 31, 2015, were primarily attributable to changes in market interest rates since the securities were purchased. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include among other considerations (1) the present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, (4) structure of the security, and (5) the intent to sell the security or whether it is more likely than not the Company would be required to sell the security before its anticipated recovery in market value. At March 31, 2016, management performed its quarterly analysis of all securities with an unrealized loss and concluded no individual securities were other-than-temporarily impaired.

 The gross gains and gross losses realized from sales of available for sale investment securities were as follows:
 
 
Three months ended March 31,
(in thousands)
2016
 
2015
Gross gains realized
$

 
$
63

Gross losses realized

 
(40
)
Proceeds from sales

 
41,069




9



 
NOTE 4 - PORTFOLIO LOANS

Below is a summary of Portfolio loans by category at March 31, 2016 and December 31, 2015:
 
(in thousands)
March 31, 2016
 
December 31, 2015
Commercial and industrial
$
1,544,980

 
$
1,484,327

Real estate:
 
 
 
    Commercial - investor owned
439,355

 
428,064

    Commercial - owner occupied
334,180

 
342,959

    Construction and land development
175,324

 
161,061

    Residential
202,255

 
196,498

Total real estate loans
1,151,114

 
1,128,582

Consumer and other
136,358

 
137,537

Portfolio loans
2,832,452

 
2,750,446

Unearned loan fees, net
164

 
291

    Portfolio loans, including unearned loan fees
$
2,832,616

 
$
2,750,737




10



A summary of the year-to-date activity in the allowance for loan losses and the recorded investment in Portfolio loans by class and category based on impairment method through March 31, 2016, and at December 31, 2015, is as follows:

(in thousands)
Commercial and industrial
 
CRE - investor owned
 
CRE -
owner occupied
 
Construction and land development
 
Residential real estate
 
Consumer and other
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
22,056

 
$
3,484

 
$
2,969

 
$
1,704

 
$
1,796

 
$
1,432

 
$
33,441

Provision (provision reversal) charged to expense
1,120

 
(116
)
 
80

 
(65
)
 
11

 
(197
)
 
833

Losses charged off
(68
)
 

 

 

 

 
(5
)
 
(73
)
Recoveries
53

 
7

 
68

 
6

 
34

 
4

 
172

Balance at March 31, 2016
$
23,161

 
$
3,375


$
3,117


$
1,645


$
1,841


$
1,234


$
34,373


(in thousands)
Commercial and industrial
 
CRE - investor owned
 
CRE -
owner occupied
 
Construction and land development
 
Residential real estate
 
Consumer and other
 
Total
Balance March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses - Ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
2,042

 
$

 
$
28

 
$
298

 
$
4

 
$

 
$
2,372

Collectively evaluated for impairment
21,119

 
3,375

 
3,089

 
1,347

 
1,837

 
1,234

 
32,001

Total
$
23,161

 
$
3,375


$
3,117


$
1,645


$
1,841


$
1,234


$
34,373

Loans - Ending balance:
 
 
 
 
 
 
 

 
 
 
 
 
 
Individually evaluated for impairment
$
5,209

 
$
894

 
$
1,820

 
$
2,652

 
$
679

 
$

 
$
11,254

Collectively evaluated for impairment
1,539,771

 
438,461

 
332,360

 
172,672

 
201,576

 
136,522

 
2,821,362

Total
$
1,544,980

 
$
439,355


$
334,180


$
175,324


$
202,255


$
136,522


$
2,832,616

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for Loan Losses - Ending Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,953

 
$

 
$
6

 
$
369

 
$
7

 
$

 
$
2,335

Collectively evaluated for impairment
20,103

 
3,484

 
2,963

 
1,335

 
1,789

 
1,432

 
31,106

Total
$
22,056

 
$
3,484


$
2,969


$
1,704


$
1,796


$
1,432


$
33,441

Loans - Ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
4,514

 
$
921

 
$
1,962

 
$
2,800

 
$
681

 
$

 
$
10,878

Collectively evaluated for impairment
1,479,813

 
427,143

 
340,997

 
158,261

 
195,817

 
137,828

 
2,739,859

Total
$
1,484,327

 
$
428,064


$
342,959


$
161,061


$
196,498


$
137,828


$
2,750,737


A summary of Portfolio loans individually evaluated for impairment by category at March 31, 2016 and December 31, 2015, is as follows:

 
March 31, 2016
(in thousands)
Unpaid
Contractual
Principal Balance
 
Recorded
Investment
With No Allowance
 
Recorded
Investment
With
Allowance
 
Total
Recorded Investment
 
Related Allowance
 
Average
Recorded Investment
Commercial and industrial
$
6,683

 
$
1,362

 
$
4,444

 
$
5,806

 
$
2,042

 
$
7,182

Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
    Commercial - investor owned
896

 
648

 
248

 
896

 

 
908

    Commercial - owner occupied
86

 
86

 

 
86

 
28

 
79

    Construction and land development
4,259

 
2,975

 
379

 
3,354

 
298

 
2,747

    Residential
709

 
644

 
65

 
709

 
4

 
680

Consumer and other

 

 

 

 

 

Total
$
12,633

 
$
5,715


$
5,136


$
10,851


$
2,372


$
11,596


11




 
December 31, 2015
(in thousands)
Unpaid
Contractual
Principal Balance
 
Recorded
Investment
With No Allowance
 
Recorded
Investment
With
Allowance
 
Total
Recorded Investment
 
Related Allowance
 
Average
Recorded Investment
Commercial and industrial
$
5,554

 
$
509

 
$
4,204

 
$
4,713

 
$
1,953

 
$
6,970

Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
    Commercial - investor owned
927

 
927

 

 
927

 

 
970

    Commercial - owner occupied
329

 
85

 
113

 
198

 
6

 
301

    Construction and land development
4,349

 
2,914

 
530

 
3,444

 
369

 
3,001

    Residential
705

 
637

 
68

 
705

 
7

 
682

Consumer and other

 

 

 

 

 

Total
$
11,864

 
$
5,072


$
4,915


$
9,987


$
2,335


$
11,924


The following table presents details for past due and impaired loans:

 
Three months ended March 31,
(in thousands)
2016
 
2015
Total interest income that would have been recognized under original terms
$
148

 
$
315

Total cash received and recognized as interest income on non-accrual loans
6

 
27

Total interest income recognized on impaired loans
6

 
13


There were no loans over 90 days past due and still accruing interest at March 31, 2016 or December 31, 2015. At March 31, 2016, there were no unadvanced commitments on impaired loans.

The recorded investment in impaired Portfolio loans by category at March 31, 2016 and December 31, 2015, is as follows:
 
 
March 31, 2016
(in thousands)
Non-accrual
 
Restructured
 
Loans over 90 days past due and still accruing interest
 
Total
Commercial and industrial
$
5,516

 
$
290

 
$

 
$
5,806

Real estate:
 
 
 
 
 
 
 
    Commercial - investor owned
896

 

 

 
896

    Commercial - owner occupied
86

 

 

 
86

    Construction and land development
3,354

 

 

 
3,354

    Residential
709

 

 

 
709

Consumer and other

 

 

 

       Total
$
10,561

 
$
290


$


$
10,851



12



 
December 31, 2015
(in thousands)
Non-accrual
 
Restructured
 
Loans over 90 days past due and still accruing interest
 
Total
Commercial and industrial
$
4,406

 
$
307

 
$

 
$
4,713

Real estate:
 
 
 
 
 
 
 
    Commercial - investor owned
927

 

 

 
927

    Commercial - owner occupied
198

 

 

 
198

    Construction and land development
3,444

 

 

 
3,444

    Residential
705

 

 

 
705

Consumer and other

 

 

 

       Total
$
9,680

 
$
307

 
$

 
$
9,987



The Company restructured two Portfolio loans with a recorded balance of $0.3 million during the three months ended March 31, 2016, and none during the three months ended March 31, 2015. The restructured loans primarily resulted from interest rate concessions and changing the terms of the loans. As of March 31, 2016, the Company had $0.2 million specific reserves allocated to loans that have been restructured. There were no Portfolio loans restructured that subsequently defaulted during the three months ended March 31, 2016 or 2015.

The aging of the recorded investment in past due Portfolio loans by portfolio class and category at March 31, 2016 and December 31, 2015 is shown below.

 
March 31, 2016
(in thousands)
30-89 Days
 Past Due
 
90 or More
Days
Past Due
 
Total
Past Due
 
Current
 
Total
    Commercial and industrial
$
865

 
$
716

 
$
1,581

 
$
1,543,399

 
$
1,544,980

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
3,990

 

 
3,990

 
435,365

 
439,355

       Commercial - owner occupied

 
79

 
79

 
334,101

 
334,180

       Construction and land development

 
2,273

 
2,273

 
173,051

 
175,324

       Residential
161

 
614

 
775

 
201,480

 
202,255

    Consumer and other
15

 

 
15

 
136,507

 
136,522

          Total
$
5,031

 
$
3,682


$
8,713


$
2,823,903


$
2,832,616


 
December 31, 2015
(in thousands)
30-89 Days
 Past Due
 
90 or More
Days
Past Due
 
Total
Past Due
 
Current
 
Total
    Commercial and industrial
$
505

 
$
888

 
$
1,393

 
$
1,482,934

 
$
1,484,327

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
464

 

 
464

 
427,600

 
428,064

       Commercial - owner occupied
94

 
184

 
278

 
342,681

 
342,959

       Construction and land development
384

 
2,273

 
2,657

 
158,404

 
161,061

       Residential
70

 
681

 
751

 
195,747

 
196,498

    Consumer and other
20

 

 
20

 
137,808

 
137,828

          Total
$
1,537

 
$
4,026


$
5,563


$
2,745,174


$
2,750,737



13



The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, payment experience, credit documentation, and current economic factors among other factors. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:
Grades 1, 2, and 3 Includes loans to borrowers with a continuous record of strong earnings, sound balance sheet condition and capitalization, ample liquidity with solid cash flow, and whose management team has experience and depth within their industry.
Grade 4 Includes loans to borrowers with positive trends in profitability, satisfactory capitalization and balance sheet condition, and sufficient liquidity and cash flow.
Grade 5 Includes loans to borrowers that may display fluctuating trends in sales, profitability, capitalization, liquidity, and cash flow.
Grade 6 Includes loans to borrowers where an adverse change or perceived weakness has occurred, but may be correctable in the near future. Alternatively, this rating category may also include circumstances where the borrower is starting to reverse a negative trend or condition, or has recently been upgraded from a 7, 8, or 9 rating.
Grade 7 – Watch credits are borrowers that have experienced financial setback of a nature that is not determined to be severe or influence ‘ongoing concern’ expectations. Although possible, no loss is anticipated, due to strong collateral and/or guarantor support.
Grade 8Substandard credits will include those borrowers characterized by significant losses and sustained downward trends in balance sheet condition, liquidity, and cash flow. Repayment reliance may have shifted to secondary sources. Collateral exposure may exist and additional reserves may be warranted.
Grade 9Doubtful credits include borrowers that may show deteriorating trends that are unlikely to be corrected. Collateral values may appear insufficient for full recovery, therefore requiring a partial charge-off, or debt renegotiation with the borrower. The borrower may have declared bankruptcy or bankruptcy is likely in the near term. All doubtful rated credits will be on non-accrual.

The recorded investment by risk category of the Portfolio loans by portfolio class and category at March 31, 2016, which is based upon the most recent analysis performed, and December 31, 2015 is as follows:

 
March 31, 2016
(in thousands)
Pass (1-6)
 
Watch (7)
 
Substandard (8)
 
Doubtful (9)
 
Total
    Commercial and industrial
$
1,403,863

 
$
99,432

 
$
41,685

 
$

 
$
1,544,980

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
418,870

 
15,748

 
4,737

 

 
439,355

       Commercial - owner occupied
301,626

 
28,748

 
3,806

 

 
334,180

       Construction and land development
164,813

 
6,402

 
4,109

 

 
175,324

       Residential
193,681

 
5,569

 
3,005

 

 
202,255

    Consumer and other
129,833

 
717

 
5,972

 

 
136,522

          Total
$
2,612,686

 
$
156,616

 
$
63,314

 
$

 
$
2,832,616



14



 
December 31, 2015
(in thousands)
Pass (1-6)
 
Watch (7)
 
Substandard (8)
 
Doubtful (9)
 
Total
    Commercial and industrial
$
1,356,864

 
$
90,370

 
$
37,093

 
$

 
$
1,484,327

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
403,820

 
18,868

 
5,376

 

 
428,064

       Commercial - owner occupied
314,791

 
24,727

 
3,441

 

 
342,959

       Construction and land development
146,601

 
10,114

 
4,346

 

 
161,061

       Residential
188,269

 
5,138

 
3,091

 

 
196,498

    Consumer and other
131,060

 
721

 
6,047

 

 
137,828

          Total
$
2,541,405

 
$
149,938


$
59,394


$


$
2,750,737



15



NOTE 5 - PURCHASED CREDIT IMPAIRED ("PCI") LOANS

Below is a summary of PCI loans by category at March 31, 2016 and December 31, 2015:
 
 
March 31, 2016
 
December 31, 2015
(in thousands)
Weighted-
Average
Risk Rating1
Recorded
Investment
PCI Loans
 
Weighted-
Average
Risk Rating1
Recorded
Investment
PCI Loans
Commercial and industrial
6.63
$
3,768

 
6.70
$
3,863

Real estate:
 
 
 
 
 
    Commercial - investor owned
7.07
20,449

 
6.98
25,272

    Commercial - owner occupied
6.12
15,880

 
6.30
19,414

    Construction and land development
6.10
6,149

 
6.28
6,838

    Residential
5.45
17,032

 
5.44
19,287

Total real estate loans
 
59,510

 
 
70,811

Consumer and other
5.89
199

 
1.89
84

    Purchased credit impaired loans
 
$
63,477

 
 
$
74,758

1Risk ratings are based on the borrower's contractual obligation, which is not reflective of the purchase discount.

The aging of the recorded investment in past due PCI loans by portfolio class and category at March 31, 2016 and December 31, 2015 is shown below:

 
March 31, 2016
(in thousands)
30-89 Days
 Past Due
 
90 or More
Days
Past Due
 
Total
Past Due
 
Current
 
Total
    Commercial and industrial
$

 
$

 
$

 
$
3,768

 
$
3,768

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
1,453

 
1,102

 
2,555

 
17,894

 
20,449

       Commercial - owner occupied

 

 

 
15,880

 
15,880

       Construction and land development

 

 

 
6,149

 
6,149

       Residential
479

 
28

 
507

 
16,525

 
17,032

    Consumer and other

 

 

 
199

 
199

          Total
$
1,932

 
$
1,130


$
3,062


$
60,415


$
63,477


 
December 31, 2015
(in thousands)
30-89 Days
 Past Due
 
90 or More
Days
Past Due
 
Total
Past Due
 
Current
 
Total
    Commercial and industrial
$

 
$

 
$

 
$
3,863

 
$
3,863

    Real estate:
 
 
 
 
 
 
 
 
 
       Commercial - investor owned
2,342

 
3,661

 
6,003

 
19,269

 
25,272

       Commercial - owner occupied
731

 

 
731

 
18,683

 
19,414

       Construction and land development

 

 

 
6,838

 
6,838

       Residential
1,594

 
130

 
1,724

 
17,563

 
19,287

    Consumer and other
4

 

 
4

 
80

 
84

          Total
$
4,671

 
$
3,791


$
8,462


$
66,296


$
74,758



16



The following table is a rollforward of PCI loans, net of the allowance for loan losses, for the three months ended March 31, 2016 and 2015.

(in thousands)
Contractual Cashflows
 
Non-accretable Difference
 
Accretable Yield
 
Carrying Amount
Balance January 1, 2016
$
116,689

 
$
26,765

 
$
25,341

 
$
64,583

Principal reductions and interest payments
(5,965
)
 

 

 
(5,965
)
Accretion of loan discount

 

 
(1,845
)
 
1,845

Changes in contractual and expected cash flows due to remeasurement
4,012

 
2,375

 
(1,032
)
 
2,669

Reductions due to disposals
(12,869
)
 
(2,127
)
 
(1,518
)
 
(9,224
)
Balance March 31, 2016
$
101,867

 
$
27,013


$
20,946


$
53,908

 
 
 
 
 
 
 
 
Balance January 1, 2015
$
178,145

 
$
65,719

 
$
28,733

 
$
83,693

Principal reductions and interest payments
(6,148
)
 

 

 
(6,148
)
Accretion of loan discount

 

 
(3,088
)
 
3,088

Changes in contractual and expected cash flows due to remeasurement
(12,159
)
 
(26,187
)
 
8,517

 
5,511

Reductions due to disposals
(5,623
)
 
(1,709
)
 
(933
)
 
(2,981
)
Balance March 31, 2015
$
154,215

 
$
37,823


$
33,229


$
83,163


The accretable yield is recognized in interest income over the estimated life of the acquired loans using the effective yield method. Outstanding customer balances on PCI loans were $85.1 million and $98.6 million as of March 31, 2016, and December 31, 2015, respectively.



17



NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company issues financial instruments with off balance sheet risk in the normal course of the business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets. At March 31, 2016, there were no unadvanced commitments on impaired loans.

The contractual amounts of off-balance-sheet financial instruments as of March 31, 2016, and December 31, 2015, are as follows:
 
(in thousands)
March 31,
2016
 
December 31,
2015
Commitments to extend credit
$
997,131

 
$
1,140,028

Standby letters of credit
71,526

 
54,648


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee. Of the total commitments to extend credit at March 31, 2016, and December 31, 2015, approximately $98 million and $94 million, respectively, represent fixed rate loan commitments. Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate. Other liabilities include $0.3 million for estimated losses attributable to the unadvanced commitments at March 31, 2016 and December 31, 2015.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are issued to support contractual obligations of the Company’s customers. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. The approximate remaining term of standby letters of credit range from 1 month to 2 years 11 months at March 31, 2016.

Contingencies

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.


18



NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

The Company is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients and as part of its risk management activities. These instruments include interest rate swaps and option contracts and foreign exchange forward contracts. The Company does not enter into derivative financial instruments for trading purposes.

Risk Management Instruments. The Company enters into interest rate caps in order to economically hedge changes in fair value of State tax credits held for sale. See Note 8 – Fair Value Measurements for further discussion on the fair value of state tax credits. The notional amount of the derivative instruments used to manage risk was $3.5 million at March 31, 2016 and December 31, 2015.

Client-Related Derivative Instruments. The Company enters into interest rate swaps to allow customers to hedge changes in fair value of certain loans while maintaining a variable rate loan on its own books. The Company also enters into foreign exchange forward contracts with clients, and enters into offsetting foreign exchange forward contracts with established financial institution counterparties. The table below summarizes the notional amounts and fair values of the client-related derivative instruments:
 
 
Asset Derivatives
(Other Assets)
 
Liability Derivatives
(Other Liabilities)
 
Notional Amount
 
Fair Value
 
Fair Value
(in thousands)
March 31,
2016
 
December 31,
2015
 
March 31,
2016
 
December 31,
2015
 
March 31,
2016
 
December 31,
2015
Non-designated hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
$
150,028

 
$
153,630

 
$
2,012

 
$
1,155

 
$
2,012

 
$
1,155

Foreign exchange forward contracts
6,976

 

 
6,976

 

 
6,976

 


Changes in the fair value of client-related derivative instruments are recognized currently in operations. For the three months ended March 31, 2016 and 2015, the gains and losses offset each other due to the Company's hedging of the client swaps with other bank counterparties.


NOTE 8 - FAIR VALUE MEASUREMENTS

Below is a description of certain assets and liabilities measured at fair value.

The following table summarizes financial instruments measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 

19



 
March 31, 2016
(in thousands)
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant
Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total Fair
Value
Assets
 
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
 
Obligations of U.S. Government-sponsored enterprises
$

 
$
99,795

 
$

 
$
99,795

Obligations of states and political subdivisions

 
37,434

 
3,085

 
40,519

Residential mortgage-backed securities

 
321,518

 

 
321,518

Total securities available for sale
$

 
$
458,747


$
3,085


$
461,832

State tax credits held for sale

 

 
4,733

 
4,733

Derivative financial instruments

 
8,988

 

 
8,988

Total assets
$

 
$
467,735


$
7,818


$
475,553

 
 
 
 
 
 
 
 
Liabilities
 

 
 
 
 

 
 
Derivative financial instruments
$

 
$
8,988

 
$

 
$
8,988

Total liabilities
$

 
$
8,988


$


$
8,988


 
December 31, 2015
(in thousands)
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant
Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total Fair
Value
Assets
 
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
 
Obligations of U.S. Government-sponsored enterprises
$

 
$
99,008

 
$

 
$
99,008

Obligations of states and political subdivisions

 
38,624

 
3,077

 
41,701

Residential mortgage-backed securities

 
311,061

 

 
311,061

Total securities available for sale
$

 
$
448,693


$
3,077


$
451,770

State tax credits held for sale

 

 
5,941

 
5,941

Derivative financial instruments

 
1,155

 

 
1,155

Total assets
$

 
$
449,848


$
9,018


$
458,866

 
 
 
 
 
 
 
 
Liabilities
 

 
 
 
 

 
 
Derivative financial instruments
$

 
$
1,155

 
$

 
$
1,155

Total liabilities
$

 
$
1,155


$


$
1,155


Securities available for sale. Securities classified as available for sale are reported at fair value utilizing Level 2 and Level 3 inputs. Fair values for Level 2 securities are based upon dealer quotes, market spreads, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions at the security level. At March 31, 2016, Level 3 securities available for sale consist primarily of three Auction Rate Securities that are valued based on the securities' estimated cash flows, yields of comparable securities, and live trading levels.
State tax credits held for sale. At March 31, 2016, of the $45.3 million of state tax credits held for sale on the condensed consolidated balance sheet, approximately $4.7 million were carried at fair value. The remaining $40.6 million of state tax credits were accounted for at cost.
The Company is not aware of an active market that exists for the 10-year streams of state tax credit financial instruments. However, the Company’s principal market for these tax credits consists of Missouri state residents

20



who buy these credits and local and regional accounting firms who broker them. As such, the Company employed a discounted cash flow analysis (income approach) to determine the fair value.
The fair value measurement is calculated using an internal valuation model with market data including discounted cash flows based upon the terms and conditions of the tax credits. If the underlying project remains in compliance with the various federal and state rules governing the tax credit program, each project will generate about 10 years of tax credits. The inputs to the discounted cash flow calculation include: the amount of tax credits generated each year, the anticipated sale price of the tax credit, the timing of the sale and a discount rate. The discount rate is estimated using the LIBOR swap curve at a point equal to the remaining life in years of credits plus a 205 basis point spread. With the exception of the discount rate, the other inputs to the fair value calculation are observable and readily available. The discount rate is considered a Level 3 input because it is an “unobservable input” and is based on the Company’s assumptions. An increase in the discount rate utilized would generally result in a lower estimated fair value of the tax credits. Alternatively, a decrease in the discount rate utilized would generally result in a higher estimated fair value of the tax credits. Given the significance of this input to the fair value calculation, the state tax credit assets are reported as Level 3 assets.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains counterparty quotations to value its interest rate swaps and caps. In addition, the Company validates the counterparty quotations with third party valuation sources. Derivatives with negative fair values are included in Other liabilities in the consolidated balance sheets. Derivatives with positive fair value are included in Other assets in the consolidated balance sheets.
Level 3 financial instruments

The following table presents the changes in Level 3 financial instruments measured at fair value on a recurring basis as of March 31, 2016 and 2015.
Purchases, sales, issuances and settlements. There were no Level 3 purchases during the quarter ended March 31, 2016 or 2015.
Transfers in and/or out of Level 3. There were no Level 3 transfers during the quarter ended March 31, 2016 and 2015.
 
Securities available for sale, at fair value
Three months ended March 31,
(in thousands)
2016
 
2015
Beginning balance
$
3,077

 
$
3,059

   Total gains:
 
 
 
Included in other comprehensive income
8

 
12

   Purchases, sales, issuances and settlements:
 
 
 
Purchases

 

Ending balance
$
3,085

 
$
3,071

 
 
 
 
Change in unrealized gains relating to assets still held at the reporting date
$
8

 
$
12




21



 
State tax credits held for sale
Three months ended March 31,
(in thousands)
2016
 
2015
Beginning balance
$
5,941

 
$
3,059

   Total gains:
 
 
 
Included in earnings
76

 
12

   Purchases, sales, issuances and settlements:
 
 
 
Sales
(1,284
)
 

Ending balance
$
4,733

 
$
3,071

 
 
 
 
Change in unrealized gains (losses) relating to assets still held at the reporting date
$
(305
)
 
$
12


From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period. The following table presents financial instruments and non-financial assets measured at fair value on a non-recurring basis as of March 31, 2016.
 
 
(1)
 
(1)
 
(1)
 
(1)
 
 
(in thousands)
Total Fair Value
 
Quoted Prices in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total gains (losses) for the three
months ended
March 31, 2016
Impaired loans
$
108

 
$

 
$

 
$
108

 
$
(74
)
Other real estate
49

 

 

 
49

 
(1
)
Total
$
157

 
$


$


$
157


$
(75
)

(1) The amounts represent only balances measured at fair value during the period and still held as of the reporting date.
 
Impaired loans are reported at the fair value of the underlying collateral for collateral dependent loans. Fair values for impaired loans are obtained from current appraisals by qualified licensed appraisers or independent valuation specialists. Other real estate owned is adjusted to fair value upon foreclosure of the underlying loan. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less costs to sell. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Certain state tax credits are reported at cost.

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments on the consolidated balance sheets at March 31, 2016 and December 31, 2015.


22



 
March 31, 2016
 
December 31, 2015
(in thousands)
Carrying Amount
 
Estimated fair value
 
Carrying Amount
 
Estimated fair value
Balance sheet assets
 
 
 
 
 
 
 
Cash and due from banks
$
56,251

 
$
56,251

 
$
47,935

 
$
47,935

Federal funds sold
193

 
193

 
91

 
91

Interest-bearing deposits
50,789

 
50,789

 
47,131

 
47,131

Securities available for sale
461,832

 
461,832

 
451,770

 
451,770

Securities held to maturity
43,257

 
43,853

 
43,714

 
43,441

Other investments, at cost
19,231

 
19,231

 
17,455

 
17,455

Loans held for sale
6,409

 
6,409

 
6,598

 
6,598

Derivative financial instruments
8,988

 
8,988

 
1,155

 
1,155

Portfolio loans, net
2,852,151

 
2,855,923

 
2,781,879

 
2,782,704

State tax credits, held for sale
45,305

 
49,180

 
45,850

 
49,588

Accrued interest receivable
8,797

 
8,797

 
8,399

 
8,399

 
 
 
 
 
 
 
 
Balance sheet liabilities
 
 
 
 
 
 
 
Deposits
2,931,746

 
2,933,105

 
2,784,591

 
2,784,654

Subordinated debentures
56,807

 
35,599

 
56,807

 
35,432

Federal Home Loan Bank advances
130,500

 
130,496

 
110,000

 
109,994

Other borrowings
193,788

 
193,761

 
270,326

 
270,286

Derivative financial instruments
8,988

 
8,988

 
1,155

 
1,155

Accrued interest payable
542

 
542

 
629

 
629


For information regarding the methods and assumptions used to estimate the fair value of each class of financial instruments for which it is practical to estimate such value, refer to Note 19 – Fair Value Measurements in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

The following table presents the level in the fair value hierarchy for the estimated fair values of only the Company’s financial instruments that are not already presented on the condensed consolidated balance sheets at fair value at March 31, 2016, and December 31, 2015.
 

23



 
Estimated Fair Value Measurement at Reporting Date Using
 
Balance at
March 31, 2016
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets:
 
 
 
 
 
 
 
Securities held to maturity
$

 
$
43,853

 
$

 
$
43,853

Portfolio loans, net

 

 
2,855,923

 
2,855,923

State tax credits, held for sale

 

 
44,447

 
44,447

Financial Liabilities:
 
 
 
 
 
 
 
Deposits
2,470,897

 

 
462,208

 
2,933,105

Subordinated debentures

 
35,599

 

 
35,599

Federal Home Loan Bank advances

 
130,496

 

 
130,496

Other borrowings

 
193,761

 

 
193,761

 
 
Estimated Fair Value Measurement at Reporting Date Using
 
Balance at December 31, 2015
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Financial Assets:
 
 
 
 
 
 
 
Securities held to maturity
$

 
$
43,441

 
$

 
$
43,441

Portfolio loans, net

 

 
2,782,704

 
2,782,704

State tax credits, held for sale

 

 
43,647

 
43,647

Financial Liabilities:
 
 
 
 
 
 
 
Deposits
2,428,403

 

 
356,251

 
2,784,654

Subordinated debentures

 
35,432

 

 
35,432

Federal Home Loan Bank advances

 
109,994

 

 
109,994

Other borrowings

 
270,286

 

 
270,286



NOTE 9 - NEW AUTHORITATIVE ACCOUNTING GUIDANCE

FASB ASU 2014-09, "Revenue from Contracts with Customers" In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance was originally effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this guidance to annual reporting periods beginning after December 15, 2017 for public companies, and permits early adoption on a limited basis. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements, nor decided upon the method of adoption. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.
FASB ASU 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 requires equity investments to be measured at fair value through earnings, and eliminates the available-for-sale classification for equity securities with readily determinable fair values. For financial liabilities where the fair value option has been elected, changes in fair value due to instrument-specific credit risk must be recognized in other comprehensive income. When measuring the fair value of financial instruments at amortized cost, the exit price must be used for disclosure purposes. The ASU also requires that financial assets and liabilities be presented separately in the notes to the financial statements. This ASU becomes effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements.

FASB ASU 2016-02 "Leases (Topic 842)" In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" which requires organizations that lease assets ("lessees") to recognize the assets and liabilities for the rights and obligations created by leases with terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee remains dependent on its classification as a finance or operating lease. The criteria for determining whether a lease is a finance or operating lease has not been significantly changed by this ASU. The ASU also requires additional disclosure of the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance becomes effective for periods beginning after December 15, 2018. Early adoption will be permitted. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated balance sheets.

FASB ASU 2016-09 "Compensation-Stock Compensation (Topic 718)" In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718)" which impacts accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires all excess tax benefits and tax deficiencies to be recognized in the income statement as income tax expense (or benefit.) The tax effects of exercised or vested awards must be treated as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits will be classified with other income tax cash flows as an operating activity, and cash paid by an employer when withholding shares for tax liabilities should be classified as a financing activity. The guidance becomes effective for annual periods beginning after December 15, 2017, and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements.

24



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

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Some of the information in this report contains “forward-looking statements” within the meaning of and intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified with use of terms such as “may,” “might,” “will, ”should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “could,” “continue” and the negative of these terms and similar words, although some forward-looking statements are expressed differently. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, but not limited to: credit risk; changes in the appraised valuation of real estate securing impaired loans; outcomes of litigation and other contingencies; exposure to general and local economic conditions; risks associated with rapid increases or decreases in prevailing interest rates; consolidation within the banking industry; competition from banks and other financial institutions; our ability to attract and retain relationship officers and other key personnel; burdens imposed by federal and state regulation; changes in regulatory requirements; changes in accounting regulation or standards applicable to banks; and other risks discussed under the caption “Risk Factors” of our most recently filed Form 10-K and within this Form 10-Q, all of which could cause the Company’s actual results to differ from those set forth in the forward-looking statements.

Readers are cautioned not to place undue reliance on our forward-looking statements, which reflect management’s analysis and expectations only as of the date of such statements. Forward-looking statements speak only as of the date they are made, and the Company does not intend, and undertakes no obligation, to publicly revise or update forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise, except as required by federal securities law. You should understand that it is not possible to predict or identify all risk factors. Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission which are available on our website at www.enterprisebank.com under "Investor Relations."

Introduction

The following discussion describes the significant changes to the financial condition of the Company that have occurred during the first three months of 2016 compared to the financial condition as of December 31, 2015. In addition, this discussion summarizes the significant factors affecting the results of operations, liquidity and cash flows of the Company for the three months ended March 31, 2016, compared to the same periods in 2015. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements included in this report and our Annual Report on Form 10-K for the year ended December 31, 2015.

 

25



Executive Summary

Below are highlights of our financial performance for the quarter ended March 31, 2016, as compared to the linked quarter ended December 31, 2015, and prior year quarter ended March 31, 2015.

(in thousands, except per share data)
For the Three Months ended and At
March 31,
2016
 
December 31,
2015
 
March 31,
2015
EARNINGS
 
 
 
 
 
Total interest income
$
35,460

 
$
35,096

 
$
32,151

Total interest expense
3,032

 
3,017

 
3,106

Net interest income
32,428

 
32,079

 
29,045

Provision for portfolio loans
833

 
543

 
1,580

Provision reversal for purchased credit impaired loans
(73
)
 
(917
)
 
(3,270
)
Net interest income after provision for loan losses
31,668

 
32,453

 
30,735

Total noninterest income
6,005

 
6,557

 
3,583

Total noninterest expense
20,762

 
22,886

 
19,950

Income before income tax expense
16,911

 
16,124


14,368

Income tax expense
5,886

 
5,445

 
5,022

Net income
$
11,025

 
$
10,679

 
$
9,346

 
 
 
 
 
 
Basic earnings per share
$
0.55

 
$
0.53

 
$
0.47

Diluted earnings per share
0.54

 
0.52

 
0.46

 
 
 
 
 
 
Return on average assets
1.22
 %
 
1.20
 %
 
1.16
%
Return on average common equity
12.46
 %
 
12.14
 %
 
11.78
%
Return on average tangible common equity
13.74
 %
 
13.43
 %
 
13.19
%
Net interest margin (fully tax equivalent)
3.87
 %
 
3.91
 %
 
3.92
%
Efficiency ratio
54.02
 %
 
59.23
 %
 
61.14
%
 
 
 
 
 
 
ASSET QUALITY (1)
 
 
 
 
 
Net charge-offs (recoveries)
$
(99
)
 
$
(647
)
 
$
1,478

Nonperforming loans
9,513

 
9,100

 
15,143

Classified assets
73,194

 
67,761

 
63,001

Nonperforming loans to portfolio loans
0.34
 %
 
0.33
 %
 
0.62
%
Nonperforming assets to total assets (2)
0.52
 %
 
0.48
 %
 
0.52
%
Allowance for loan losses to portfolio loans
1.21
 %
 
1.22
 %
 
1.24
%
Net charge-offs (recoveries) to average loans (annualized)
(0.01
)%
 
(0.10
)%
 
0.25
%
 
 
 
 
 
 
(1) Excludes PCI loans and related assets, except for their inclusion in total assets.
(2) Other real estate from PCI loans included in Nonperforming assets beginning with the period ended December 31, 2015 due to termination of FDIC loss share agreements.


Below are highlights of the Company's Core performance measures, which we believe are important measures of financial performance, but are non-GAAP measures. Core performance measures include contractual interest on PCI loans, but exclude incremental accretion on these loans, and exclude the Change in the FDIC receivable, gain or loss on the sale of other real estate from PCI loans, and certain other income and expense items the Company believes are not indicative of or useful to measure the Company's operating performance on an ongoing basis. A reconciliation of Core performance measures has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures".

26




 
For the Three Months ended
(in thousands)
March 31,
2016
 
December 31,
2015
 
March 31,
2015
CORE PERFORMANCE MEASURES (1)
Net interest income
$
29,594

 
$
28,667

 
$
25,587

Provision for portfolio loans
833

 
543

 
1,580

Noninterest income
6,005

 
7,056

 
5,839

Noninterest expense
20,435

 
20,027

 
19,068

Income before income tax expense
14,331

 
15,153

 
10,778

Income tax expense
4,897

 
5,073

 
3,647

Net income
$
9,434

 
$
10,080

 
$
7,131

 
 
 
 
 
 
Earnings per share
$
0.47

 
$
0.49

 
$
0.35

Return on average assets
1.04
%
 
1.13
%
 
0.88
%
Return on average common equity
10.66
%
 
11.46
%
 
8.99
%
Return on average tangible common equity
11.76
%
 
12.68
%
 
10.06
%
Net interest margin (fully tax equivalent)
3.54
%
 
3.50
%
 
3.46
%
Efficiency ratio
57.40
%
 
56.06
%
 
60.67
%
 
 
 
 
 
 
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

During the three months ended March 31, 2016, the Company noted the following trends:

The Company reported net income of $11.0 million, or $0.54 per share, for the three months ended March 31, 2016, compared to $10.7 million, or $0.52 per share, in the linked fourth quarter, and $9.3 million, or $0.46 per share, for the same period in 2015. The increase in net income over the prior year period was largely due to an increase in net interest income from strong loan growth, and a decrease in the Change in FDIC receivable due to termination of the Company's loss share agreements with the FDIC in the fourth quarter of 2015.

On a core basis1, net income was $9.4 million, or $0.47 per share, for the three months ended March 31, 2016, compared to $10.1 million, or $0.49 per share, in the linked quarter, and $7.1 million, or $0.35 per share, in the prior year period. The increase over the prior year was primarily due to increases in earning asset balances, driving growth in core net interest income, and a decrease in provision for losses on portfolio loans, offset by an increase in noninterest expense.

Net interest income for the first three months of 2016 increased $3.4 million, or 12%, from the prior year quarter due to strong portfolio loan growth during the year, offset slightly by a decline in accelerations from PCI loans. On a core basis1, net interest income increased $4.0 million, or 16%, when compared to the prior year period.

The Core net interest margin1, for the first three months of 2016, defined as Net interest margin (fully tax equivalent), including contractual interest on PCI loans, but excluding the incremental accretion on these loans, increased eight basis points from the prior year period primarily due to managed reductions in funding costs combined with an improved earning asset mix, and an increase in the yield on portfolio loans.

Noninterest income for the first three months of 2016 increased 68% compared to the prior year period largely due to a decrease in the Change in FDIC receivable due to the aforementioned termination of the Company's loss share agreements. Core noninterest income1 declined slightly from the linked quarter and

27



increased slightly from the prior year quarter primarily due to seasonal fluctuations in tax credit sales and gains on sales of other real estate.

Noninterest expense increased 4% from the prior year period, and the Company's efficiency ratio improved to 54.0% from 61.1% when compared to the prior year. The increase was largely due to an increase in Employee compensation and benefits, which also drove an increase in Core noninterest expense1 of 7% when compared to the prior year. However, the Core efficiency ratio1 improved to 57.4% from 60.7% when compared to the prior year period due to revenue growth resulting from investments in revenue producers, as well as improved operating leverage.

Other highlights:

The Company's Board approved an increase in the Company’s quarterly cash dividend to $0.10 per common share for the second quarter of 2016 from $0.09, payable on June 30, 2016 to shareholders of record as of the close of business on June 15, 2016.

The Company repurchased 160,100 shares at $26.30 per share pursuant to its publicly announced program during the quarter ended March 31, 2016. The Company's Board authorized the repurchase plan in May of 2015, which allows the Company to repurchase up to two million common shares, representing approximately 10% of the Company’s currently outstanding shares. Shares may be bought back in open market or privately negotiated transactions over an indeterminate time period based on market and business conditions.

Balance sheet highlights:

Loans – Loans totaled $2.9 billion at March 31, 2016, including $63.5 million of PCI loans. Portfolio loans increased $81.9 million, or 3%, from December 31, 2015. Commercial and industrial loans increased $60.7 million, or 4%, Consumer and other loans decreased $1.3 million, or 1%, Construction loans and Residential real estate loans increased $20.0 million, or 6%, and Commercial real estate increased $2.5 million. See Item 1, Note 4 – Portfolio Loans for more information.
Deposits – Total deposits at March 31, 2016 were $2.9 billion, an increase of $147.2 million, or 5%, from December 31, 2015, largely due to an increase in brokered certificates of deposit to fund significant loan growth in the quarter.
Asset quality – Nonperforming loans were $9.5 million at March 31, 2016, compared to $9.1 million at December 31, 2015. Nonperforming loans represented 0.34% of portfolio loans at March 31, 2016 versus 0.33% at December 31, 2015. There were no portfolio loans that were over 90 days delinquent and still accruing at March 31, 2016 or December 31, 2015.
Provision for portfolio loan losses was $0.8 million for the three months ended March 31, 2016, compared to $1.6 million for the three months ended March 31, 2015. See Item 1, Note 4 – Portfolio Loans, and Provision and Allowance for Loan Losses in this section for more information.




28



RESULTS OF OPERATIONS
Net Interest Income
Average Balance Sheet
The following table presents, for the periods indicated, certain information related to our average interest-earning assets and interest-bearing liabilities, as well as, the corresponding interest rates earned and paid, all on a tax equivalent basis.
 
Three months ended March 31,
 
2016
 
2015
(in thousands)
Average Balance
 
Interest
Income/Expense
 
Average
Yield/
Rate
 
Average Balance
 
Interest
Income/Expense
 
Average
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Taxable portfolio loans (1)
$
2,741,188

 
$
28,310

 
4.15
%
 
$
2,391,117

 
$
24,227

 
4.11
%
Tax-exempt portfolio loans (2)
40,832

 
660

 
6.50

 
38,405

 
624

 
6.59

Purchased credit impaired loans
69,031

 
3,891

 
22.67

 
97,201

 
4,997

 
20.85

Total loans
2,851,051

 
32,861

 
4.64

 
2,526,723


29,848

 
4.79

Taxable investments in debt and equity securities
465,291

 
2,459

 
2.13

 
418,812

 
2,199

 
2.13

Non-taxable investments in debt and equity securities (2)
49,396

 
538

 
4.38

 
42,968

 
479

 
4.52

Short-term investments
48,054

 
61

 
0.51

 
59,312

 
47

 
0.32

Total securities and short-term investments
562,741

 
3,058

 
2.19

 
521,092


2,725

 
2.12

Total interest-earning assets
3,413,792

 
35,919

 
4.23

 
3,047,815

 
32,573

 
4.33

Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
54,996

 
 
 
 
 
48,232

 
 
 
 
Other assets
216,366

 
 
 
 
 
218,347

 
 
 
 
Allowance for loan losses
(43,846
)
 
 
 
 
 
(46,025
)
 
 
 
 
 Total assets
$
3,641,308

 
 
 
 
 
$
3,268,369

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing transaction accounts
$
551,684

 
$
306

 
0.22
%
 
$
484,724

 
$
277

 
0.23
%
Money market accounts
1,064,616

 
1,006

 
0.38

 
843,245

 
642

 
0.31

Savings
96,067

 
60

 
0.25

 
81,408

 
50

 
0.25

Certificates of deposit
384,092

 
1,019

 
1.07

 
526,489

 
1,591

 
1.23

Total interest-bearing deposits
2,096,459

 
2,391

 
0.46

 
1,935,866


2,560

 
0.54

Subordinated debentures
56,807

 
348

 
2.46

 
56,807

 
302

 
2.16

Other borrowed funds
382,448

 
293

 
0.31

 
274,022

 
244

 
0.36

Total interest-bearing liabilities
2,535,714

 
3,032

 
0.48

 
2,266,695


3,106

 
0.56

Noninterest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
714,750

 
 
 
 
 
655,095

 
 
 
 
Other liabilities
34,864

 
 
 
 
 
24,807

 
 
 
 
Total liabilities
3,285,328

 
 
 
 
 
2,946,597

 
 
 
 
Shareholders' equity
355,980

 
 
 
 
 
321,772

 
 
 
 
Total liabilities & shareholders' equity
$
3,641,308

 
 
 
 
 
$
3,268,369

 
 
 
 
Net interest income
 
 
$
32,887

 
 
 
 
 
$
29,467

 
 
Net interest spread
 
 
 
 
3.75
%
 
 
 
 
 
3.77
%
Net interest margin
 
 
 
 
3.87
%
 
 
 
 
 
3.92
%

(1)
Average balances include non-accrual loans. Loan fees, net of amortization of deferred loan origination fees and costs, included in interest income are approximately $0.4 million and $0.4 million for the three months ended March 31, 2016 and 2015 respectively.
(2)
Non-taxable income is presented on a fully tax-equivalent basis using a 38% tax rate in 2015 and 2014. The tax-equivalent adjustments were $0.5 million and $0.4 million for the three months ended March 31, 2016 and 2015.

29




Rate/Volume
The following table sets forth, on a tax-equivalent basis for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in yield/rates and volume.
  
 
2016 compared to 2015
 
Three months ended March 31,
 
Increase (decrease) due to
(in thousands)
Volume(1)
 
Rate(2)
 
Net
Interest earned on:
 
 
 
 
 
Taxable portfolio loans
$
3,801

 
$
282

 
$
4,083

Tax-exempt portfolio loans (3)
43

 
(7
)
 
36

Purchased credit impaired loans
(1,526
)
 
420

 
(1,106
)
Taxable investments in debt and equity securities
264

 
(4
)
 
260

Non-taxable investments in debt and equity securities (3)
74

 
(15
)
 
59

Short-term investments
(10
)
 
24

 
14

Total interest-earning assets
$
2,646

 
$
700

 
$
3,346

 
 
 
 
 
 
Interest paid on:
 
 
 
 
 
Interest-bearing transaction accounts
$
39

 
$
(10
)
 
$
29

Money market accounts
194

 
170

 
364

Savings
10

 

 
10

Certificates of deposit
(387
)
 
(185
)
 
(572
)
Subordinated debentures

 
46

 
46

Borrowed funds
88

 
(39
)
 
49

Total interest-bearing liabilities
(56
)
 
(18
)
 
(74
)
Net interest income
$
2,702

 
$
718

 
$
3,420

(1) Change in volume multiplied by yield/rate of prior period.
(2) Change in yield/rate multiplied by volume of prior period.
(3) Nontaxable income is presented on a fully-tax equivalent basis using the combined statutory federal and state income tax rate in effect for each tax year.
NOTE: The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Net interest income (on a tax equivalent basis) was $32.9 million for the three months ended March 31, 2016, compared to $29.5 million for the same period of 2015, an increase of $3.4 million, or 12%. Total interest income increased $3.3 million and total interest expense decreased $0.1 million. The tax-equivalent net interest margin was 3.87% for the first quarter of 2016, compared to 3.91% for the fourth quarter of 2016, and 3.92% in the first quarter of 2015. The yield on taxable portfolio loans increased 4 basis points from the prior year period to 4.15% for the three months ended March 31, 2016. The increase was due to an increase in yields on variable rate loans, aided by the Federal Reserve's raise in the targeted Fed Funds rate of 25 basis points, to a range of 0.25% to 0.50%, in December 2015. The run-off of higher yielding PCI loans continues to negatively impact net interest margin leading to a $1.5 million decrease in interest income due to volume.

Core net interest margin1 was 3.54% for the three months ended March 31, 2016, compared to 3.46% for the prior year period.  Core net interest margin1 increased eight basis points from the prior year quarter primarily due to loan growth improving the earning asset mix, lower funding costs, and the aforementioned increase in the yield on portfolio loans. The Company continues to manage its balance sheet to grow core net interest income and expects to maintain or improve core net interest margin over the coming quarters; however, pressure on funding costs and continued reductions in PCI loan balances could negate the expected trends in core net interest margin.

30




Purchased Credit Impaired "PCI" Contribution
The following table illustrates the non-core contribution of PCI loans and related assets for the periods indicated.

 
For the Three Months ended
(in thousands)
March 31, 2016
 
March 31, 2015
Accelerated cash flows and other incremental accretion
$
2,834

 
$
3,458

Provision reversal for PCI loan losses
73

 
3,270

Loss on sale of other real estate

 
(15
)
Change in FDIC loss share receivable

 
(2,264
)
Change in FDIC clawback liability

 
(412
)
Other expenses
(327
)
 
(470
)
PCI assets income before income tax expense
$
2,580

 
$
3,567


Accelerated cash flows and other incremental accretion consists of the interest income on PCI loans in excess of contractual interest on the loans. The contractual amount of interest is included in the Company's core results. At March 31, 2016, the remaining accretable yield on the portfolio was estimated to be $21 million and the non-accretable difference was approximately $27 million. Absent cash flow accelerations or pool impairment, the Company currently estimates average PCI loan balances for 2016 to be approximately $60 million.

In the fourth quarter of 2015, the Company incurred a $2.4 million charge to terminate all existing loss share agreements with the FDIC. As of March 31, 2016, the entire charge has been earned back through accretion from early repayment of PCI loans, loan recoveries, and provision reversal, all no longer shared with the FDIC.

.


31



Noninterest Income

The following table presents a comparative summary of the major components of noninterest income for the periods indicated.

 
Three months ended March 31,
(in thousands)
2016
 
2015
 
Increase (decrease)
Service charges on deposit accounts
$
2,043

 
$
1,856

 
$
187

 
10
 %
Wealth management revenue
1,662

 
1,740

 
(78
)
 
(4
)%
Other service charges and fee income
868

 
753

 
115

 
15
 %
Gain on state tax credits, net
518

 
674

 
(156
)
 
(23
)%
Gain on sale of other real estate
122

 
35

 
87

 
249
 %
 Miscellaneous income
792

 
781

 
11

 
1
 %
Core noninterest income (1)
6,005

 
5,839

 
166

 
3
 %
Loss on sale of other real estate from PCI loans

 
(15
)
 
15

 
(100
)%
Gain on sale of investment securities

 
23

 
(23
)
 
(100
)%
Change in FDIC loss share receivable

 
(2,264
)
 
2,264

 
(100
)%
Total noninterest income
$
6,005

 
$
3,583

 
$
2,422

 
68
 %
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

Noninterest income increased $2.4 million, or 68% in the first three months of 2016 compared to the first three months of 2015. Core noninterest income1 grew 3% in the first three months of 2016 due to an increase in charges on deposit accounts, and fee income from swaps, card products, and mortgages. Gain on state tax credits decreased $0.2 million from the prior year period, as sales depend on client demand and availability of tax credits.


32



Noninterest Expense

The following table presents a comparative summary of the major components of noninterest expense for the periods indicated.

 
Three months ended March 31,
(in thousands)
2016
 
2015
 
Increase (decrease)
Core expenses (1):
 
 
 
 
 
 
 
 Employee compensation and benefits - core
$
12,465

 
$
11,250

 
$
1,215

 
11
 %
 Occupancy - core
1,657

 
1,667

 
(10
)
 
(1
)%
 Data processing - core
1,089

 
1,001

 
88

 
9
 %
 FDIC and other insurance
723

 
726

 
(3
)
 
 %
 Professional fees
684

 
972

 
(288
)
 
(30
)%
 Loan, legal and other real estate expense - core
254

 
131

 
123

 
94
 %
 Other - core
3,563

 
3,321

 
242

 
7
 %
Core noninterest expense (1)
20,435

 
19,068

 
1,367

 
7
 %
FDIC clawback

 
412

 
(412
)
 
(100
)%
Other expenses related to PCI loans
327

 
470

 
(143
)
 
(30
)%
Total noninterest expense
$
20,762

 
$
19,950

 
$
812

 
4
 %
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

Noninterest expenses were $20.8 million for the three months ended March 31, 2016, compared to $20.0 million for the three months ended March 31, 2015. Core noninterest expenses1, which exclude certain items and expenses directly related to PCI loans and related assets increased $1.4 million to $20.4 million for the three months ended March 31, 2016, from $19.1 million for the prior year period. The increase was largely due to an increase in Employee compensation and benefits from the addition of client service personnel to accommodate growth.

The Company's Core efficiency ratio1 was 57.4% for the three months ended March 31, 2016, compared to 60.7% for the prior year, and reflects overall expense management and revenue growth trends. Core efficiency ratio is a non-GAAP measure. A reconciliation of Core efficiency ratio has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures".

The Company anticipates total noninterest expenses to be between $19 million and $21 million per quarter for 2016.


Income Taxes

The Company's income tax expense for the three months ended March 31, 2016, which includes both federal and state taxes, was $5.9 million, compared to $5.0 million for the same period of 2015. The combined federal and state effective income tax rates for the three months ended March 31, 2016 were 34.8%, compared to 35.0% for the same period of 2015.



33



Summary Balance Sheet

(in thousands)
March 31, 2016
 
December 31, 2015
 
Increase (decrease)
Total cash and cash equivalents
$
106,233

 
$
94,157

 
12,076

12.8
 %
Securities
505,089

 
495,484

 
9,605

1.9
 %
Portfolio loans
2,832,616

 
2,750,737

 
81,879

3.0
 %
Purchased credit impaired loans
63,477

 
74,758

 
(11,281
)
(15.1
)%
Total assets
3,709,905

 
3,608,483

 
101,422

2.8
 %
Deposits
2,931,746

 
2,784,591

 
147,155

5.3
 %
Total liabilities
3,350,521

 
3,257,654

 
92,867

2.9
 %
Total shareholders' equity
359,384

 
350,829

 
8,555

2.4
 %

Assets

Loans by Type

The Company has a diversified loan portfolio, with no particular concentration of credit in any one economic sector; however, a substantial portion of the portfolio is secured by real estate, including loans classified as C&I loans. The ability of the Company's borrowers to honor their contractual obligations is partially dependent upon the local economy and its effect on the real estate market. The following table summarizes the composition of the Company's loan portfolio:

(in thousands)
March 31, 2016
 
December 31, 2015
 
Increase (decrease)
Commercial and industrial
$
1,544,980

 
$
1,484,327

 
$
60,653

4.1
 %
Commercial real estate - investor owned
439,355

 
428,064

 
11,291

2.6
 %
Commercial real estate - owner occupied
334,180

 
342,959

 
(8,779
)
(2.6
)%
Construction and land development
175,324

 
161,061

 
14,263

8.9
 %
Residential real estate
202,255

 
196,498

 
5,757

2.9
 %
Consumer and other
136,522

 
137,828

 
(1,306
)
(0.9
)%
   Portfolio loans
2,832,616

 
2,750,737

 
81,879

3.0
 %
Purchased credit impaired loans
63,477

 
74,758

 
(11,281
)
(15.1
)%
   Total loans
$
2,896,093

 
$
2,825,495

 
$
70,598

2.5
 %

Portfolio loans grew by $81.9 million to $2.8 billion at March 31, 2016 when compared to December 31, 2015. PCI loans totaled $63.5 million at March 31, 2016, a decrease of $11.3 million, or 15%, from December 31, 2015, primarily as a result of principal paydowns and accelerated loan payoffs.

The following table illustrates loan growth with selected specialized lending detail:


34



(in thousands)
March 31, 2016
 
December 31, 2015
 
Increase (decrease)
Enterprise value lending
$
359,862

 
$
350,266

 
$
9,596

2.7
 %
C&I - general
759,330

 
732,186

 
27,144

3.7
 %
Life insurance premium financing
272,450

 
265,184

 
7,266

2.7
 %
Tax credits
153,338

 
136,691

 
16,647

12.2
 %
CRE, Construction, and land development
948,859

 
932,084

 
16,775

1.8
 %
Residential
202,255

 
196,498

 
5,757

2.9
 %
Other
136,522

 
137,828

 
(1,306
)
(0.9
)%
Portfolio loans
$
2,832,616

 
$
2,750,737

 
$
81,879

3.0
 %

Our specialty lending products, especially Enterprise value lending, Life insurance premium financing, and Tax credits, consists of primarily C&I loans, and have contributed significantly to the Company's loan growth. These loans are sourced through relationships developed with estate planning firms and private equity funds, and are not bound geographically by our traditional three markets. These specialized loan products offer opportunities to expand and diversify geographically by entering into new markets. The Company continues to focus on originating high-quality C&I relationships as they typically have variable interest rates and allow for cross selling opportunities involving other banking products. C&I loan growth also supports our efforts to maintain the Company's asset sensitive interest rate risk position. The Company continues to expect loan growth at or above 10% for 2016.



35



Provision and Allowance for Loan Losses
The following table summarizes changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off, by loan category, and additions to the allowance charged to expense.
 
Three months ended March 31,
(in thousands)
2016
 
2015
Allowance at beginning of period, for portfolio loans
$
33,441

 
$
30,185

Loans charged off:
 
 
 
Commercial and industrial
(68
)
 
(1,484
)
Real estate:
 
 
 
Commercial

 

Construction and land development

 

Residential

 
(1,073
)
Consumer and other
(5
)
 
(11
)
Total loans charged off
(73
)
 
(2,568
)
Recoveries of loans previously charged off:
 
 
 
Commercial and industrial
53

 
769

Real estate:
 
 
 
Commercial
75

 
156

Construction and land development
6

 
60

Residential
34

 
26

Consumer and other
4

 
80

Total recoveries of loans
172

 
1,091

Net loan recoveries (chargeoffs)
99

 
(1,477
)
Provision for portfolio loan losses
833

 
1,580

Allowance at end of period, for portfolio loans
$
34,373

 
$
30,288

 
 
 
 
Allowance at beginning of period, for purchased credit impaired loans
$
10,175

 
$
15,410

   Loans charged off
(488
)
 
3

Other
(45
)
 
(518
)
Net loan chargeoffs
(533
)
 
(515
)
Provision reversal for PCI loan losses
(73
)
 
(3,270
)
Allowance at end of period, for purchased credit impaired loans
$
9,569

 
$
11,625

 
 
 
 
Total allowance at end of period
$
43,942

 
$
41,913

 
 
 
 
Portfolio loans, average
$
2,777,456

 
$
2,425,962

Portfolio loans, ending
2,832,616

 
2,435,559

Net chargeoffs to average portfolio loans
(0.01
)%
 
0.25
%
Allowance for portfolio loan losses to loans
1.21

 
1.24


The provision for loan losses on portfolio loans for the three months ended March 31, 2016 was $0.8 million, compared to $1.6 million for the comparable 2015 period. The provision for loan losses for the three month period ended March 31, 2016 was primarily to provide for first quarter loan growth.


36



For PCI loans, the Company remeasures contractual and expected cash flows periodically. When the remeasurement process results in a decrease in expected cash flows, typically due to an increase in expected credit losses, impairment is recorded through provision for loan losses. Similarly, when expected credit losses decrease in the remeasurement process, prior recorded impairment is reversed before the yield is increased prospectively. There was $0.1 million of provision reversal for loan losses on PCI loans for the three months ended March 31, 2016, compared to provision reversal of $3.3 million for the comparable 2015 period.

The allowance for loan losses on portfolio loans was 1.21% of total loans at March 31, 2016 compared to 1.24% at March 31, 2015. Management believes the allowance for loan losses is adequate to absorb inherent losses in the loan portfolio and coverage trends reflect relatively steady improvements in credit quality measures and classified loan levels. The reduction in the ratio of allowance for loan losses to total loans over the prior year period is due to lower levels of nonperforming loans, as well as continued improvement in loss migration results.


Nonperforming assets

The following table presents the categories of nonperforming assets and other ratios as of the dates indicated.
 
(in thousands)
March 31, 2016
 
December 31, 2015
 
March 31, 2015
Non-accrual loans
$
9,226

 
$
8,797

 
$
13,805

Restructured loans
287

 
303

 
1,338

Total nonperforming loans (1)
9,513

 
9,100

 
15,143

Other real estate from originated loans
2,813

 
3,218

 

Other real estate from acquired loans
7,067

 
5,148

 
2,024

Total nonperforming assets (1) (2)
$
19,393

 
$
17,466

 
$
17,167

 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
3,709,905

 
$
3,608,483

 
$
3,275,295

Portfolio loans
2,832,616

 
2,750,737

 
2,435,559

Portfolio loans plus other real estate
2,842,496

 
2,759,103

 
2,437,583

Nonperforming loans to portfolio loans (1)
0.34
%
 
0.33
%
 
0.62
%
Nonperforming assets to total loans plus other real estate (1) (2)
0.68

 
0.63

 
0.70

Nonperforming assets to total assets (1) (2)
0.52

 
0.48

 
0.52

Allowance for portfolio loans to nonperforming loans (1)
361
%
 
367
%
 
200
%
(1) Excludes PCI loans, except for their inclusion in total assets.
(2) Other real estate from PCI loans included in Nonperforming assets beginning with the year ended December 31, 2015 due to termination of all existing FDIC loss share agreements.


37



Nonperforming loans 
Nonperforming loans exclude PCI loans that are accounted for on a pool basis, as the pools are considered to be performing. See Item 1, Note 5 – Purchased Credit Impaired Loans for more information on these loans.
 
Nonperforming loans based on loan type were as follows:
 
(in thousands)
March 31, 2016
 
December 31, 2015
 
March 31, 2015
Commercial and industrial
$
5,209

 
$
4,514

 
$
4,250

Commercial real estate
973

 
1,105

 
1,872

Construction and land development
2,652

 
2,800

 
6,366

Residential real estate
679

 
681

 
2,655

Consumer and other

 

 

Total
$
9,513

 
$
9,100


$
15,143


The following table summarizes the changes in nonperforming loans:
 
 
Three months ended March 31,
(in thousands)
2016
 
2015
Nonperforming loans beginning of period
$
9,100

 
$
22,244

Additions to nonaccrual loans
2,933

 
9,796

Additions to restructured loans

 

Chargeoffs
(35
)
 
(2,556
)
Other principal reductions
(2,202
)
 
(13,891
)
Moved to other real estate
(283
)
 
(450
)
Moved to performing

 

Loans past due 90 days or more and still accruing interest

 

Nonperforming loans end of period
$
9,513

 
$
15,143


Nonperforming loans at March 31, 2016 decreased by $5.6 million, or 37%,when compared to March 31, 2015.

Other real estate
Other real estate at March 31, 2016, was $9.9 million, compared to $5.6 million at March 31, 2015.

The following table summarizes the changes in Other real estate:

 
Three months ended March 31,
(in thousands)
2016
 
2015
Other real estate beginning of period
$
8,366

 
$
7,840

Additions and expenses capitalized to prepare property for sale
2,203

 
890

Writedowns in value

 
(224
)
Sales
(689
)
 
(2,922
)
Other real estate end of period
$
9,880

 
$
5,584


The writedowns in fair value were recorded in Loan legal and other real estate expense based on current market activity shown in the appraisals. In the three months ended March 31, 2016, the Company realized a net gain of $0.1 million on the sale of other real estate and recorded these gains as part of Noninterest income.

38



Liabilities

Liabilities totaled $3.4 billion at March 31, 2016, compared to $3.3 billion at December 31, 2015. The increase in liabilities was largely due to a $147 million increase in total deposits, offset by a decrease of $77 million in other borrowings.

Deposits
(in thousands)
March 31, 2016
 
December 31, 2015
 
Increase (decrease)
Demand deposits
$
719,652

 
$
717,460

 
2,192

 
0.3
 %
Interest-bearing transaction accounts
589,635

 
564,420

 
25,215

 
4.5
 %
Money market accounts
1,061,407

 
1,053,662

 
7,745

 
0.7
 %
Savings
100,203

 
92,861

 
7,342

 
7.9
 %
Certificates of deposit:
 
 
 
 
 
 
 
Brokered
157,939

 
39,573

 
118,366

 
299.1
 %
Other
302,910

 
316,615

 
(13,705
)
 
(4.3
)%
Total deposits
$
2,931,746

 
$
2,784,591

 
147,155

 
5.3
 %
 
 
 
 
 
 
 
 
Non-time deposits / total deposits
84
%
 
87
%
 
 
 
 
Demand deposits / total deposits
25
%
 
26
%
 
 
 
 

Total deposits at March 31, 2016 were $2.9 billion, an increase of $147 million, or 5.3%, from December 31, 2015. The increase in deposits within our brokered certificates of deposit was to provide for significant loan growth in the quarter. The composition of our noninterest bearing deposits remained relatively stable at 25% of total deposits at March 31, 2016 compared to December 31, 2015. Lower rates on time deposit balances and a change in composition modestly improved deposit costs during the first three months of 2016 to 0.34%, as compared to 0.36% in the linked quarter, and 0.40% for the prior year period.

Core deposits, defined as total deposits excluding time deposits, were $2.5 billion at March 31, 2016, an increase of $42 million, or 7% on an annualized basis, from the linked quarter, and $362 million, or 17%, when compared to the prior year period.

Shareholders' Equity

Shareholders' equity totaled $359 million at March 31, 2016, a decrease of $8.6 million from December 31, 2015. Significant activity during the three months ended March 31, 2016:

Net income of $11.0 million,
Other comprehensive income of $3.7 million from the change in unrealized gains on investment securities,
Repurchase of 160,100 common shares for $4.2 million,
Dividends paid on common shares of $1.8 million.

Liquidity and Capital Resources

Liquidity

The objective of liquidity management is to ensure we have the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to meet our commitments as they become due. Typical demands on liquidity are run-off from demand deposits, maturing time deposits which are not renewed, and fundings under credit commitments to customers. Funds are available from a number of sources, such as from the core deposit base and from loans and securities repayments and maturities.


39



Additionally, liquidity is provided from sales of the securities portfolio, fed fund lines with correspondent banks, borrowings from the Federal Reserve and the FHLB, the ability to acquire large and brokered deposits, and the ability to sell loan participations to other banks. These alternatives are an important part of our liquidity plan and provide flexibility and efficient execution of the asset-liability management strategy.

The Bank's Asset-Liability Management Committee oversees our liquidity position, the parameters of which are approved by the Bank's Board of Directors. Our liquidity position is monitored monthly by producing a liquidity report, which measures the amount of liquid versus non-liquid assets and liabilities. Our liquidity management framework includes measurement of several key elements, such as the loan to deposit ratio, a liquidity ratio, and a dependency ratio. The Company's liquidity framework also incorporates contingency planning to assess the nature and volatility of funding sources and to determine alternatives to these sources. While core deposits and loan and investment repayments are principal sources of liquidity, funding diversification is another key element of liquidity management and is achieved by strategically varying depositor types, terms, funding markets, and instruments.

Parent Company liquidity
The parent company's liquidity is managed to provide the funds necessary to pay dividends to shareholders, service debt, invest in subsidiaries as necessary, and satisfy other operating requirements. The parent company's primary funding sources to meet its liquidity requirements are dividends and payments from the Bank and proceeds from the issuance of equity (i.e. stock option exercises, stock offerings). Another source of funding for the parent company includes the issuance of subordinated debentures and other debt instruments.

The parent company currently has a senior unsecured revolving credit agreement ("Revolving Agreement") with another bank allowing for borrowings up to $20 million. As of March 31, 2016, there are no outstanding balances under the Revolving Agreement. Additionally, the Company received a dividend from the Bank of $2.5 million in the quarter as part of the Company's ongoing capital management.  Management believes the current level of cash at the holding company of $10.1 million will be sufficient to meet projected cash needs for at least the next year.

As of March 31, 2016, the Company had $56.8 million of outstanding subordinated debentures as part of eight Trust Preferred Securities Pools. These securities are classified as debt but are included in regulatory capital and the related interest expense is tax-deductible, which makes them an attractive source of funding.

Bank liquidity
The Bank has a variety of funding sources available to increase financial flexibility. In addition to amounts currently borrowed, at March 31, 2016 the Bank has borrowing capacity of $233.5 million from the FHLB of Des Moines under blanket loan pledges, and has an additional $847.3 million available from the Federal Reserve Bank under a pledged loan agreement. The Bank has unsecured federal funds lines with five correspondent banks totaling $60.0 million.

Investment securities are another important tool to the Bank's liquidity objectives. Of the $461.8 million of the securities available for sale at March 31, 2016, $271.1 million was pledged as collateral for deposits of public institutions, treasury, loan notes, and other requirements. The remaining $190.8 million could be pledged or sold to enhance liquidity, if necessary.

In the normal course of business, the Bank enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through the Bank's various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of the Company's liquidity. The Bank has $1.1 billion in unused commitments as of March 31, 2016. While this commitment level would exhaust the majority the Company's current liquidity resources, the nature of these commitments is such that the likelihood of funding them in the aggregate at any one time is low.

40




Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its bank affiliate must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The banking affiliate’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier 1, and Common equity tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. To be categorized as “well capitalized”, banks must maintain minimum total risk-based (10%), Tier 1 risk-based (8%), Common equity tier 1 risk-based (6.5%), and Tier 1 leverage ratios (5%). As of March 31, 2016, and December 31, 2015, the Company and the Bank met all capital adequacy requirements to which they are subject.
 
The Bank continues to exceed regulatory standards and met the definition of “well-capitalized” (the highest category) at March 31, 2016. The Company adopted the Regulatory Capital Framework (Basel III) in 2015, and has implemented the necessary processes and procedures to comply.

The following table summarizes the Company's various capital ratios at the dates indicated:

(in thousands)
March 31, 2016
 
December 31, 2015
Total capital to risk-weighted assets
12.02
%
 
11.85
%
Tier 1 capital to risk-weighted assets
10.77
%
 
10.61
%
Common equity tier 1 capital to risk-weighted assets
9.20
%
 
9.05
%
Leverage ratio (Tier 1 capital to average assets)
10.51
%
 
10.71
%
Tangible common equity to tangible assets1
8.87
%
 
8.88
%
Tier 1 capital
$
379,231

 
$
374,676

Total risk-based capital
423,248

 
418,367

 
 
 
 
1 Not a required regulatory capital ratio

The Company believes the tangible common equity ratio and the common equity tier 1 capital ratio are important measures of capital strength even though they are considered to be non-GAAP measures. The tables further within MD&A reconcile these ratios to U.S. GAAP.
 
Use of Non-GAAP Financial Measures:

The Company's accounting and reporting policies conform to generally accepted accounting principles ("GAAP") in the U.S. and the prevailing practices in the banking industry. However, the Company provides other financial measures, such as Core net interest margin, tangible common equity ratio and common equity tier 1 capital ratio, in this filing that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company's financial performance, financial position or cash flows that exclude (or include) amounts included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP.
The Company believes these non-GAAP financial measures and ratios, when taken together with the corresponding U.S. GAAP measures and ratios, provide meaningful supplemental information regarding the Company's performance and capital strength. The Company's management uses, and believes investors benefit from referring to, these non-

41



GAAP measures and ratios in assessing the Company's financial and operating results and related trends and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with U.S. GAAP. The Company has provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to the non-GAAP financial measures and ratios, or a reconciliation of the non-GAAP calculation of the financial measure.
The Company believes the tangible common equity and common equity tier 1 capital ratios are important financial measures of capital strength even though they are considered to be non-GAAP measures and provide useful information about the Company's capital adequacy. The tables below contain reconciliations of these ratios to the most comparable measure under U.S. GAAP.

42



Core Performance Measures
 
For the Quarter ended
(in thousands)
March 31,
2016
 
December 31,
2015
 
March 31,
2015
CORE PERFORMANCE MEASURES
 
 
 
 
 
Net interest income
$
32,428

 
$
32,079

 
$
29,045

Less: Incremental accretion income
2,834

 
3,412

 
3,458

Core net interest income
29,594

 
28,667

 
25,587

 
 
 
 
 
 
Total noninterest income
6,005

 
6,557

 
3,583

Less: Change in FDIC loss share receivable

 
(580
)
 
(2,264
)
Less: Gain (loss) on sale of other real estate from PCI loans

 
81

 
(15
)
Less: Gain on sale of investment securities

 

 
23

Core noninterest income
6,005

 
7,056

 
5,839

 
 
 
 
 
 
Total core revenue
35,599

 
35,723

 
31,426

 
 
 
 
 
 
Provision for portfolio loans
833

 
543

 
1,580

 
 
 
 
 
 
Total noninterest expense
20,762

 
22,886

 
19,950

Less: FDIC clawback

 

 
412

Less: Other expenses related to PCI loans
327

 
423

 
470

Less: FDIC loss share termination

 
2,436

 

Core noninterest expense
20,435

 
20,027

 
19,068

 
 
 
 
 
 
Core income before income tax expense
14,331

 
15,153

 
10,778

 
 
 
 
 
 
Total income tax expense
5,886

 
5,445

 
5,022

Less: Income tax expense of PCI assets
989

 
372

 
1,375

Core income tax expense
4,897

 
5,073

 
3,647

Core net income
$
9,434

 
$
10,080

 
$
7,131

 
 
 
 
 
 
Core earnings per share
$
0.47

 
$
0.49

 
$
0.35

Core efficiency ratio
57.40
%
 
56.06
%
 
60.67
%
Core return on average assets
1.04
%
 
1.13
%
 
0.88
%
Core return on average common equity
10.66
%
 
11.46
%
 
8.99
%
Core return on average tangible common equity
11.76
%
 
12.68
%
 
10.06
%

The Company believes Core performance measures are important measures of financial performance, even though they are non-GAAP. Core performance measures include contractual interest on PCI loans, but exclude incremental accretion on these loans, and exclude the Change in the FDIC receivable, gain or loss on the sale of other real estate from PCI loans, and certain other income and expense items the Company believes are not indicative of or useful to measure the Company's operating performance on an ongoing basis. The table below reconciles Core net interest margin to the most comparable number under U.S. GAAP.







43




Net Interest Margin to Core Net Interest Margin

 
Three months ended March 31,
(in thousands)
2016
 
2015
Net interest income (fully tax equivalent)
$
32,887

 
$
29,467

Less: Incremental accretion income
2,834

 
3,458

Core net interest income (fully tax equivalent)
$
30,053

 
$
26,009

 
 
 
 
Average earning assets
$
3,413,792

 
$
3,047,815

Reported net interest margin (fully tax equivalent)
3.87
%
 
3.92
%
Core net interest margin (fully tax equivalent)
3.54
%
 
3.46
%


Tangible common equity ratio

(in thousands)
March 31, 2016
 
December 31, 2015
Total shareholders' equity
$
359,384

 
$
350,829

Less: Goodwill
30,334

 
30,334

Less: Intangible assets
2,832

 
3,075

Tangible common equity
$
326,218

 
$
317,420

 
 
 
 
Total assets
$
3,709,905

 
$
3,608,483

Less: Goodwill
30,334

 
30,334

Less: Intangible assets
2,832

 
3,075

Tangible assets
$
3,676,739

 
$
3,575,074

 
 
 
 
Tangible common equity to tangible assets
8.87
%
 
8.88
%

44



Common equity tier 1 ratio

(in thousands)
March 31, 2016
 
December 31, 2015
Total shareholders' equity
$
359,384

 
$
350,829

Less: Goodwill
30,334

 
30,334

Less: Intangible assets, net of deferred tax liabilities
1,048

 
759

Less: Unrealized gains
3,929

 
218

Plus: Qualifying trust preferred securities
55,100

 
55,100

Plus: Other
58

 
58

Total tier 1 capital
379,231

 
374,676

Less: Qualifying trust preferred securities
55,100

 
55,100

Less: Other
35

 
23

Common equity tier 1 capital
$
324,096

 
$
319,553

 
 
 
 
Total risk-weighted assets determined in accordance with prescribed regulatory requirements
$
3,521,433

 
$
3,530,521

 
 
 
 
Common equity tier 1 capital to risk-weighted assets
9.20
%
 
9.05
%

Critical Accounting Policies

The impact and any associated risks related to the Company's critical accounting policies on business operations are described throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations," where such policies affect our reported and expected financial results. For a detailed description on the application of these and other accounting policies, see the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosures set forth in this item are qualified by the section captioned “Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995” included in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and other cautionary statements set forth elsewhere in this report.

Interest Rate Risk 
Our interest rate risk management practices are aimed at optimizing net interest income, while guarding against deterioration that could be caused by certain interest rate scenarios. Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. We attempt to maintain interest-earning assets, comprised primarily of both loans and investments, and interest-bearing liabilities, comprised primarily of deposits, maturing or repricing in similar time horizons in order to minimize or eliminate any impact from market interest rate changes. In order to measure earnings sensitivity to changing rates, the Company uses an earnings simulation model.

The Company determines the sensitivity of its short-term future earnings to a hypothetical plus or minus 100 to 300 basis point parallel rate shock through the use of simulation modeling. The simulation of earnings includes the modeling of the balance sheet as an ongoing entity. Future business assumptions involving administered rate products, prepayments for future rate-sensitive balances, and the reinvestment of maturing assets and liabilities are included. These items are then modeled to project net interest income based on a hypothetical change in interest rates. The resulting net interest income for the next 12-month period is compared to the net interest income amount calculated using flat rates. This difference represents the Company's earnings sensitivity to a plus or minus 100 basis points parallel rate shock.

The following table summarizes the expected impact of interest rate shocks on net interest income (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown):

Rate Shock
 
Annual % change
in net interest income
+ 300 bp
 
4.9%
+ 200 bp
 
3.4%
+ 100 bp
 
1.7%
 - 100 bp
 
-3.1%

The Company occasionally uses interest rate derivative financial instruments as an asset/liability management tool to hedge mismatches in interest rate exposure indicated by the net interest income simulation described above. They are used to modify the Company's exposures to interest rate fluctuations and provide more stable spreads between loan yields and the rate on their funding sources. At March 31, 2016, the Company had $3.5 million in notional amount of outstanding interest rate caps, to help manage interest rate risk.

 





46



ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, as of March 31, 2016. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the CEO and CFO concluded the Company’s disclosure controls and procedures were effective as of March 31, 2016 to provide reasonable assurance of the achievement of the objectives described above.

Changes to Internal Controls

There were no changes during the period covered by this Quarterly Report on Form 10-Q in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, those controls.

PART II - OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.


ITEM 1A: RISK FACTORS

For information regarding risk factors affecting the Company, please see the cautionary language regarding forward-looking statements in the introduction to Item 2 of Part I of this Report on Form 10-Q, and Part I, Item 1A of our Report on Form 10-K for the fiscal year ended December 31, 2015. There have been no material changes to the risk factors described in such Annual Report on Form 10-K.


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ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information on repurchases by the Company of its common stock in each month of the quarter ended March 31, 2016.

Period
 
Total number of shares purchased (a)
 
Weighted-average price paid per share
 
Total number of shares purchased as part of publicly announces plans or programs
 
Maximum number of shares that may yet be purchased under the plans or programs (b)
January 1, 2016 through January 31, 2016
 
160,100

 
$
26.30

 
160,100

 
1,839,900

February 1, 2016 through February 29, 2016
 
2,211

 
27.74

 

 
1,839,900

March 1, 2016 through March 31, 2016
 

 

 

 
1,839,900

Total
 
162,311

 
$
26.32

 
160,100

 
 


(a) Includes 2,211 shares of the Company’s common stock shares withheld to satisfy tax withholding obligations upon the vesting of awards of restricted stock. These shares were purchased pursuant to the terms of the applicable plan and not pursuant to a publicly announced repurchase plan or program.

(b) In May 2015, the Company’s board of directors authorized the repurchase of up to two million shares of the Company’s common stock. The repurchases may be made in open market or privately negotiated transactions and the repurchase program will remain in effect until fully utilized or until modified, superseded or terminated. The timing and exact amount of common stock repurchases will depend on a number of factors including, among others, market and general economic conditions, economic capital and regulatory capital considerations, alternative uses of capital, the potential impact on our credit ratings, and contractual and regulatory limitations.


ITEM 5. OTHER INFORMATION

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' Compensatory Arrangements of Certain Officers.

Entry Into or Amendment of Material Compensatory Plan, Contract or Arrangement
As previously disclosed, Steven P. Marsh, Executive Vice President, Chairman and Chief Credit Officer of Enterprise Bank & Trust (the "Bank") will retire as a full time executive and shift his role to non-executive chairman of the Bank's board of directors, effective April 30, 2016. In connection with his retirement, the Company and Mr. Marsh entered into a retirement and consulting agreement, effective as of May 1, 2016 (the “Consulting Agreement”).
The Consulting Agreement provides, among other things, that Mr. Marsh will provide certain transition, business development, strategic plan implementation and other services for a period beginning on May 1, 2016 and ending on April 30, 2017 (the “Consulting Period”). In exchange for these services, the Company will pay Mr. Marsh $10,000 per month during the Consulting Period and Mr. Marsh will be entitled to receive restricted stock unit award with a fair market value of $50,000 which will vest at the end of the Consulting Period.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full and complete copy of the Consulting Agreement listed as Exhibit 10.1 of this quarterly report.


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ITEM 6: EXHIBITS

Exhibit
No.
 
Description
 
 
Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries.
 
 
 
10.1
 
Retirement and Consulting Agreement by and between Registrant and Stephen P. Marsh
 
 
 
*12.1
 
Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends.
 
 
 
*31.1
 
Chief Executive Officer's Certification required by Rule 13(a)-14(a).
 
 
 
*31.2
 
Chief Financial Officer's Certification required by Rule 13(a)-14(a).
 
 
 
**32.1
 
Chief Executive Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
**32.2
 
Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101
 
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016, is formatted in XBRL interactive data files: (i) Consolidated Balance Sheet at March 31, 2016 and December 31, 2015; (ii) Consolidated Statement of Income for the three months ended March 31, 2016 and 2015; (iii) Consolidated Statement of Comprehensive Income for the three months ended March 31, 2016 and 2015; (iv) Consolidated Statement of Changes in Equity for the three months ended March 31, 2016 and 2015; (v) Consolidated Statement of Cash Flows for the three months ended March 31, 2016 and 2015; and (vi) Notes to Financial Statements.

* Filed herewith
** Furnished herewith. Notwithstanding any incorporation of this Quarterly Statement on Form 10-Q in any other filing by the Registrant, Exhibits furnished herewith and designated with two (**) shall not be deemed incorporated by reference to any other filing unless specifically otherwise set forth herein or therein.

49



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri on the day of April 29, 2016.
 
 
ENTERPRISE FINANCIAL SERVICES CORP
 
 
 
By:
/s/ Peter F. Benoist
 
 
 
Peter F. Benoist
 
 
 
Chief Executive Officer
 
 
 
 
By: 
/s/ Keene S. Turner
 
 
 
Keene S. Turner
 
 
 
Chief Financial Officer
 



50