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EQUITY BANCSHARES INC - Quarter Report: 2016 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended June 30, 2016

OR

o

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 001-37624

 

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

Kansas

 

72-1532188

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

7701 East Kellogg Drive, Suite 200

Wichita, KS

 

 

67207

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 316.612.6000

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

 

Large accelerated filer

o

 

Accelerated filer

o

Non-accelerated filer

x

 

Smaller reporting company

o

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

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

 

 

Shares outstanding as of

July 31, 2016

Class A Common Stock, par value $0.01 per share

7,321,984

Class B Non-Voting Common Stock, par value $0.01 per share

897,431

 

 

 

 


TABLE OF CONTENTS

 

PART I

Financial Information

5

Item 1.

Financial Statements

5

 

Consolidated Balance Sheets

5

 

Consolidated Statements of Income

6

 

Consolidated Statements of Comprehensive Income

7

 

Consolidated Statements of Stockholders’ Equity

8

 

Consolidated Statements of Cash Flows

9

 

Condensed Notes to Interim Consolidated Financial Statements

10

Item 2.

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

34

 

Overview

34

 

Critical Accounting Policies

36

 

Results of Operations

37

 

Financial Condition

49

 

Liquidity and Capital Resources

62

 

Non-GAAP Financial Measures

65

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

68

Item 4.

Controls and Procedures

70

Part II

OTHER INFORMATION

71

Item 1.

Legal Proceedings

71

Item 1A.

Risk Factors

71

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

71

Item 3.

Defaults Upon Senior Securities

71

Item 4.

Mine Safety Disclosures

71

Item 5.

Other Information

71

Item 6.

Exhibits

71

 

Important Notice about Information in this Quarterly Report

Unless we state otherwise or the context otherwise requires, references in this Quarterly Report to “we,” “our,” “us,” “the Company” and “Equity” refer to Equity Bancshares, Inc. and its consolidated subsidiaries, including Equity Bank, which we sometimes refer to as “Equity Bank,” “the Bank” or “our Bank.”

The information contained in this Quarterly Report is accurate only as of the date of this Quarterly Report on Form 10-Q and as of the dates specified herein.

2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A - Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2016, and in Item 1A – Risk Factors of this Quarterly Report.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following:

 

·

an economic downturn, especially one affecting our core market areas;

 

·

the occurrence of various events that negatively impact the real estate market, since a significant portion of our loan portfolio is secured by real estate;

 

·

difficult or unfavorable conditions in the market for financial products and services generally;

 

·

interest rate fluctuations, which could have an adverse effect on our profitability;

 

·

external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System, or the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

 

·

continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than we are;

 

·

costs arising from the environmental risks associated with making loans secured by real estate;

 

·

losses resulting from a decline in the credit quality of the assets that we hold;

 

·

inadequacies in our allowance for loan losses, which could require us to take a charge to earnings and thereby adversely affect our financial condition;

 

·

inaccuracies or changes in the appraised value of real estate securing the loans that we originate, which could lead to losses if the real estate collateral is later foreclosed upon and sold at a price lower than the appraised value;

 

·

the costs of integrating the businesses we acquire, which may be greater than expected;

 

·

challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

 

·

a lack of liquidity resulting from decreased loan repayment rates, lower deposit balances, or other factors;

 

·

restraints on the ability of Equity Bank to pay dividends to us, which could limit our liquidity;

 

·

the loss of our largest loan and depositor relationships;

 

·

limitations on our ability to lend and to mitigate the risks associated with our lending activities as a result of our size and capital position;

 

·

additional regulatory requirements and restrictions on our business, which could impose additional costs on us;

 

·

increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;

 

·

a failure in the internal controls we have implemented to address the risks inherent to the business of banking;

3


 

·

inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance;

 

·

the departure of key members of our management personnel or our inability to hire qualified management personnel;

 

·

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;

 

·

unauthorized access to nonpublic personal information of our customers, which could expose us to litigation or reputational harm;

 

·

disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

 

·

the occurrence of adverse weather or manmade events, which could negatively affect our core markets or disrupt our operations;

 

·

an increase in FDIC deposit insurance assessments, which could adversely affect our earnings;

 

·

an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies; and

 

·

other factors that are discussed in “Risk Factors.”

The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this Quarterly Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

 

 

4


PART I

 

 

Item 1: Financial Statements

EQUITY BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2016 and December 31, 2015

(Dollar amounts in thousands, except per share data)

 

 

 

(Unaudited)

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

25,413

 

 

$

36,276

 

Federal funds sold

 

 

20,789

 

 

 

20,553

 

Cash and cash equivalents

 

 

46,202

 

 

 

56,829

 

Interest-bearing time deposits in other banks

 

 

5,245

 

 

 

5,245

 

Available-for-sale securities

 

 

74,976

 

 

 

130,810

 

Held-to-maturity securities, fair value of $324,425 and $312,802

 

 

317,509

 

 

 

310,539

 

Loans held for sale

 

 

4,002

 

 

 

3,504

 

Loans, net of allowance for loan losses of $6,030 and $5,506

 

 

974,080

 

 

 

954,849

 

Other real estate owned, net

 

 

4,898

 

 

 

5,811

 

Premises and equipment, net

 

 

39,103

 

 

 

39,147

 

Bank owned life insurance

 

 

33,052

 

 

 

32,555

 

Federal Reserve Bank and Federal Home Loan Bank stock

 

 

10,875

 

 

 

11,013

 

Interest receivable

 

 

4,323

 

 

 

4,540

 

Goodwill

 

 

18,130

 

 

 

18,130

 

Core deposit intangible, net

 

 

1,376

 

 

 

1,549

 

Other

 

 

11,086

 

 

 

11,206

 

Total assets

 

$

1,544,857

 

 

$

1,585,727

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

Demand

 

$

157,896

 

 

$

157,834

 

Total non-interest-bearing deposits

 

 

157,896

 

 

 

157,834

 

Savings, NOW, and money market

 

 

595,272

 

 

 

619,468

 

Time

 

 

443,599

 

 

 

438,612

 

Total interest-bearing deposits

 

 

1,038,871

 

 

 

1,058,080

 

Total deposits

 

 

1,196,767

 

 

 

1,215,914

 

Federal funds purchased and retail repurchase agreements

 

 

22,782

 

 

 

20,762

 

Federal Home Loan Bank advances

 

 

147,648

 

 

 

145,439

 

Bank stock loan

 

 

 

 

 

18,612

 

Subordinated debentures

 

 

9,371

 

 

 

9,251

 

Contractual obligations

 

 

2,831

 

 

 

3,093

 

Interest payable and other liabilities

 

 

7,270

 

 

 

5,423

 

Total liabilities

 

 

1,386,669

 

 

 

1,418,494

 

Commitments and contingent liabilities, see Notes 10 and 11

 

 

 

 

 

 

 

 

Stockholders’ equity, see Note 6

 

 

 

 

 

 

 

 

Preferred stock, Series C (liquidation preference of $16,372)

 

 

 

 

 

16,372

 

Common stock

 

 

97

 

 

 

97

 

Additional paid-in capital

 

 

138,480

 

 

 

138,077

 

Retained earnings

 

 

41,240

 

 

 

34,955

 

Accumulated other comprehensive loss

 

 

(1,732

)

 

 

(2,371

)

Employee stock loans

 

 

(242

)

 

 

(242

)

Treasury stock

 

 

(19,655

)

 

 

(19,655

)

Total stockholders’ equity

 

 

158,188

 

 

 

167,233

 

Total liabilities and stockholders’ equity

 

$

1,544,857

 

 

$

1,585,727

 

 

See accompanying condensed notes to interim consolidated financial statements.

 

5


EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months ended June 30, 2016 and 2015

(Dollar amounts in thousands, except per share data)

 

 

 

(Unaudited)

Three Months Ended

June 30,

 

 

(Unaudited)

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Interest and dividend income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

11,551

 

 

$

10,737

 

 

$

23,392

 

 

$

21,149

 

Securities, taxable

 

 

1,987

 

 

 

1,796

 

 

 

4,196

 

 

 

3,529

 

Securities, nontaxable

 

 

332

 

 

 

265

 

 

 

660

 

 

 

455

 

Federal funds sold and other

 

 

510

 

 

 

169

 

 

 

994

 

 

 

266

 

Total interest and dividend income

 

 

14,380

 

 

 

12,967

 

 

 

29,242

 

 

 

25,399

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,670

 

 

 

1,090

 

 

 

3,277

 

 

 

2,126

 

Federal funds purchased and retail repurchase agreements

 

 

14

 

 

 

14

 

 

 

26

 

 

 

30

 

Federal Home Loan Bank advances

 

 

345

 

 

 

88

 

 

 

677

 

 

 

126

 

Bank stock loan

 

 

 

 

 

149

 

 

 

 

 

 

300

 

Subordinated debentures

 

 

157

 

 

 

160

 

 

 

310

 

 

 

318

 

Total interest expense

 

 

2,186

 

 

 

1,501

 

 

 

4,290

 

 

 

2,900

 

Net interest income

 

 

12,194

 

 

 

11,466

 

 

 

24,952

 

 

 

22,499

 

Provision for loan losses

 

 

532

 

 

 

605

 

 

 

1,255

 

 

 

1,330

 

Net interest income after provision for loan losses

 

 

11,662

 

 

 

10,861

 

 

 

23,697

 

 

 

21,169

 

Non-interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees

 

 

807

 

 

 

615

 

 

 

1,586

 

 

 

1,170

 

Debit card income

 

 

728

 

 

 

540

 

 

 

1,405

 

 

 

981

 

Mortgage banking

 

 

335

 

 

 

375

 

 

 

577

 

 

 

578

 

Increase in value of bank owned life insurance

 

 

246

 

 

 

231

 

 

 

497

 

 

 

466

 

Net gain from securities transactions

 

 

59

 

 

 

2

 

 

 

479

 

 

 

370

 

Other

 

 

277

 

 

 

285

 

 

 

606

 

 

 

880

 

Total non-interest income

 

 

2,452

 

 

 

2,048

 

 

 

5,150

 

 

 

4,445

 

Non-interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

5,246

 

 

 

4,862

 

 

 

10,458

 

 

 

9,584

 

Net occupancy and equipment

 

 

1,068

 

 

 

1,020

 

 

 

2,162

 

 

 

2,126

 

Data processing

 

 

869

 

 

 

727

 

 

 

1,707

 

 

 

1,381

 

Professional fees

 

 

568

 

 

 

441

 

 

 

1,017

 

 

 

912

 

Advertising and business development

 

 

330

 

 

 

277

 

 

 

548

 

 

 

568

 

Telecommunications

 

 

287

 

 

 

198

 

 

 

518

 

 

 

379

 

FDIC insurance

 

 

255

 

 

 

175

 

 

 

513

 

 

 

351

 

Courier and postage

 

 

158

 

 

 

126

 

 

 

303

 

 

 

263

 

Amortization of core deposit intangible

 

 

86

 

 

 

61

 

 

 

173

 

 

 

121

 

Loan expense

 

 

168

 

 

 

118

 

 

 

260

 

 

 

178

 

Other real estate owned

 

 

(58

)

 

 

56

 

 

 

8

 

 

 

121

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

58

 

 

 

316

 

Other

 

 

964

 

 

 

966

 

 

 

1,905

 

 

 

1,745

 

Total non-interest expense

 

 

9,941

 

 

 

9,027

 

 

 

19,630

 

 

 

18,045

 

Income before income taxes

 

 

4,173

 

 

 

3,882

 

 

 

9,217

 

 

 

7,569

 

Provision for income taxes

 

 

1,327

 

 

 

1,313

 

 

 

2,931

 

 

 

2,559

 

Net income

 

 

2,846

 

 

 

2,569

 

 

 

6,286

 

 

 

5,010

 

Dividends and discount accretion on preferred stock

 

 

 

 

 

(43

)

 

 

(1

)

 

 

(86

)

Net income allocable to common stockholders

 

$

2,846

 

 

$

2,526

 

 

$

6,285

 

 

$

4,924

 

Basic earnings per share

 

$

0.35

 

 

$

0.40

 

 

$

0.77

 

 

$

0.79

 

Diluted earnings per share

 

$

0.34

 

 

$

0.40

 

 

$

0.75

 

 

$

0.78

 

 

See accompanying condensed notes to interim consolidated financial statements.

 

6


EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months ended June 30, 2016 and 2015

(Dollar amounts in thousands)

 

 

 

(Unaudited)

Three Months Ended

June 30,

 

 

(Unaudited)

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income

 

$

2,846

 

 

$

2,569

 

 

$

6,286

 

 

$

5,010

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period on

   available-for-sale securities

 

 

425

 

 

 

(650

)

 

 

1,633

 

 

 

(271

)

Amortization of unrealized losses on held-to-maturity securities

 

 

152

 

 

 

160

 

 

 

292

 

 

 

423

 

Reclassification adjustment for net gains included in net income

 

 

(473

)

 

 

(2

)

 

 

(893

)

 

 

(370

)

Total other comprehensive income (loss)

 

 

104

 

 

 

(492

)

 

 

1,032

 

 

 

(218

)

Tax effect

 

 

(42

)

 

 

188

 

 

 

(393

)

 

 

84

 

Other comprehensive income (loss), net of tax

 

 

62

 

 

 

(304

)

 

 

639

 

 

 

(134

)

Comprehensive income

 

$

2,908

 

 

$

2,265

 

 

$

6,925

 

 

$

4,876

 

 

See accompanying condensed notes to interim consolidated financial statements.

 

 

7


EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months ended June 30, 2016 and 2015

(Unaudited)

(Dollar amounts in thousands, except per share data)

 

 

 

Preferred

Stock

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series C

 

 

Shares

Outstanding

 

 

Amount

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (loss)

 

 

Employee

Stock

Loans

 

 

Treasury

Stock

 

 

Total

Stockholders’

Equity

 

Balance at January 1, 2015

 

$

16,359

 

 

 

6,067,511

 

 

$

76

 

 

$

98,398

 

 

$

24,832

 

 

$

(2,281

)

 

$

 

 

$

(19,655

)

 

$

117,729

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,010

 

 

 

 

 

 

 

 

 

 

 

 

5,010

 

Other comprehensive income,

   net of tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(134

)

 

 

 

 

 

 

 

 

(134

)

Accretion of discount on preferred stock

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216

 

Common stock issued upon termination

   of restricted stock unit plan,

   net of employee stock loans

 

 

 

 

 

203,216

 

 

 

2

 

 

 

222

 

 

 

 

 

 

 

 

 

(1,215

)

 

 

 

 

 

(991

)

Cash dividends declared and

   accrued on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(82

)

 

 

 

 

 

 

 

 

 

 

 

(82

)

Balance at June 30, 2015

 

$

16,363

 

 

 

6,270,727

 

 

$

78

 

 

$

98,836

 

 

$

29,756

 

 

$

(2,415

)

 

$

(1,215

)

 

$

(19,655

)

 

$

121,748

 

Balance at January 1, 2016

 

$

16,372

 

 

 

8,211,727

 

 

$

97

 

 

$

138,077

 

 

$

34,955

 

 

$

(2,371

)

 

$

(242

)

 

$

(19,655

)

 

$

167,233

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,286

 

 

 

 

 

 

 

 

 

 

 

 

6,286

 

Other comprehensive income,

   net of tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

639

 

 

 

 

 

 

 

 

 

639

 

Retirement of preferred stock

 

 

(16,372

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,372

)

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

282

 

Common stock issued upon exercise

   of stock options

 

 

 

 

 

7,688

 

 

 

 

 

 

121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

121

 

Cash dividends declared and accrued

   on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Balance at June 30, 2016

 

$

 

 

 

8,219,415

 

 

$

97

 

 

$

138,480

 

 

$

41,240

 

 

$

(1,732

)

 

$

(242

)

 

$

(19,655

)

 

$

158,188

 

 

See accompanying condensed notes to interim consolidated financial statements.

 

 

8


EQUITY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months ended June 30, 2016 and 2015

(Dollar amounts in thousands, except per share data)

 

 

 

(Unaudited)

June 30,

 

 

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

6,286

 

 

$

5,010

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

282

 

 

 

216

 

Depreciation

 

 

841

 

 

 

817

 

Provision for loan losses

 

 

1,255

 

 

 

1,330

 

Net accretion (amortization) of purchase valuation adjustments

 

 

192

 

 

 

(272

)

Amortization of premiums and discounts on securities

 

 

1,265

 

 

 

1,074

 

Amortization of intangibles

 

 

176

 

 

 

121

 

Deferred income taxes

 

 

(34

)

 

 

(57

)

FHLB stock dividends

 

 

(327

)

 

 

(96

)

Loss (gain) on sales and valuation adjustments on other real estate owned

 

 

(142

)

 

 

18

 

Net loss (gain) on securities transactions

 

 

(479

)

 

 

(370

)

Loss (gain) on disposal of premise and equipment

 

(39

)

 

 

(9

)

Loss (gain) on sales of loans

 

 

(496

)

 

 

(492

)

Originations of loans held for sale

 

 

(21,987

)

 

 

(22,341

)

Proceeds from the sale of loans held for sale

 

 

21,985

 

 

 

21,479

 

Increase in the value of bank owned life insurance

 

 

(497

)

 

 

(466

)

Change in fair value of derivatives recognized in earnings

 

 

4

 

 

 

16

 

Net change in:

 

 

 

 

 

 

 

 

Interest receivable

 

 

217

 

 

 

(389

)

Other assets

 

 

(314

)

 

 

4

 

Interest payable and other liabilities

 

 

(918

)

 

 

359

 

Net cash provided by (used in) operating activities

 

 

7,270

 

 

 

5,952

 

Cash flows to investing activities

 

 

 

 

 

 

 

 

Purchases of available-for-sale securities

 

 

(25,576

)

 

 

(44,543

)

Purchases of held-to-maturity securities

 

 

(25,811

)

 

 

(69,064

)

Proceeds from sales, calls, pay-downs, and maturities of available-for-sale securities

 

 

82,774

 

 

 

25,066

 

Proceeds from calls, pay-downs and maturities of held-to-maturity securities

 

 

19,677

 

 

 

23,419

 

Net change in interest-bearing time deposits in other banks

 

 

 

 

250

 

Net change in loans

 

 

(21,038

)

 

 

(107,860

)

Purchase of premises and equipment

 

 

(863

)

 

 

(5,117

)

Proceeds from sale of premise and equipment

 

175

 

 

 

15

 

Net redemption (purchase) of FHLB and FRB stock

 

 

465

 

 

 

(6,555

)

Proceeds from sale of other real estate owned

 

 

2,391

 

 

 

538

 

Net cash provided by (used in) investing activities

 

 

32,194

 

 

 

(183,851

)

Cash flows (to) from financing activities

 

 

 

 

 

 

 

 

Net increase (decrease) in deposits

 

 

(19,153

)

 

 

22,986

 

Net change in federal funds purchased and retail repurchase agreements

 

 

2,020

 

 

 

(1,062

)

Net borrowings (payments) on Federal Home Loan Bank line of credit

 

 

2,209

 

 

 

150,312

 

Principal payments on Federal Home Loan Bank term advances

 

 

 

 

(4,432

)

Principal payments on bank stock loan

 

 

(18,612

)

 

 

(777

)

Issuance of employee stock loans

 

 

 

 

 

(1,215

)

Proceeds from the exercise of employee stock options

 

 

109

 

 

 

 

Redemption of Series C preferred stock

 

 

(16,372

)

 

 

 

Net change in contractual obligations

 

 

(262

)

 

 

(136

)

Dividends paid on preferred stock

 

 

(42

)

 

 

(82

)

Excess tax benefits recognized in termination of restricted stock unit plan

 

 

 

 

 

224

 

Excess tax benefits recognized on exercise of employee stock options

 

 

12

 

 

 

 

Net cash provided by (used in) financing activities

 

 

(50,091

)

 

 

165,818

 

Net change in cash and cash equivalents

 

 

(10,627

)

 

 

(12,081

)

Cash and cash equivalents, beginning of period

 

 

56,829

 

 

 

31,707

 

Ending cash and cash equivalents

 

$

46,202

 

 

$

19,626

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$

4,167

 

 

$

2,877

 

Income taxes paid, net of refunds

 

 

1,580

 

 

 

2,090

 

Supplemental noncash disclosures:

 

 

 

 

 

 

 

 

Other real estate owned acquired in settlement of loans

 

 

1,336

 

 

 

2,543

 

Preferred stock dividends payable at period end

 

 

 

 

41

 

Securities purchased but not settled

 

1,954

 

 

 

 

Loans purchased but not settled

 

 

 

 

5,000

 

 

See accompanying condensed notes to interim consolidated financial statements.

 

9


EQUITY BANCSHARES, INC.

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

(Dollar amounts in thousands, except per share data)

 

 

NOTE 1 – BASIS OF PRESENTATION

The interim consolidated financial statements include the accounts of Equity Bancshares, Inc., its wholly owned subsidiary, Equity Bank and Equity Bank’s wholly owned subsidiary, SA Holdings, Inc.  These entities are collectively referred to as the “Company”.  All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial information.  The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.  In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are of a normal recurring nature.  These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2016.  Operating results for six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period.

Recent Accounting Pronouncements:

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. These amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period.  The amendments should be applied retrospectively to all periods presented or retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements.

In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.  The main provisions of the update are to eliminate the available-for-sale classification of accounting for equity securities and to adjust fair value disclosures for financial instruments carried at amortized costs such that the disclosed fair values represent an exit price as opposed to an entry price.  The amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those years.  Generally, early adoption of the amendments in this update is not permitted.  An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.  The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements.

In February 2016, FASB issued ASU 2016-02, Leases, with the intention of improving financial reporting about leasing transactions.  The ASU requires all lessees to recognize lease assets and lease liabilities on the balance sheet.  Lessor accounting is largely unchanged by the ASU, however disclosures about the amount, timing, and uncertainty of cash flows arising from leases are required of both lessees and lessors.  The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.  The modified retrospective approach provides for optional practical expedients when applying the ASU to leases that commenced before the effective date of the ASU.  The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements but expects that assets and liabilities will increase to reflect the impact of this standard.

In March 2016, FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which will change how the Company accounts for certain aspects of share-based payments to employees.  Under the guidance, excess tax benefits

10


generated when the tax-return deductible compensation expense for the award exceeds the cumulative compensation cost recognized for financial reporting purposes will be recorded as an income tax benefit in the income statement rather than being recognized directly to additional paid-in capital.  The accounting for an employee’s use of shares to satisfy the Company’s statutory income tax withholding obligation and for forfeitures is also changing.  The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 and all guidance will be applied prospectively.  The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which will change how the Company measures credit losses for most of its financial assets. For loans held for investment, off-balance-sheet credit exposures, such as loan commitments and standby letters of credit, and held-to-maturity investment securities. The Company will be required to use a new forward-looking expected loss model that is anticipated to result in the earlier recognition of allowances for losses.  For available-for-sale securities with unrealized losses, the Company will measure credit losses in a manner similar to current practice, but will recognize those credit losses as allowances rather than reductions in the amortized cost of the securities.  In addition, the ASU requires significantly more disclosure including information about credit quality by year of origination for most loans. The ASU is effective for the Company beginning in the first quarter of 2020.  Generally, the amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.  The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements.

 

 

 

NOTE 2 – SECURITIES

The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored entities

 

$

4,745

 

 

$

 

 

$

(26

)

 

$

4,719

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

65,584

 

 

 

466

 

 

 

(57

)

 

 

65,993

 

Corporate

 

 

3,000

 

 

 

 

 

 

(19

)

 

 

2,981

 

Small Business Administration loan pools

 

 

249

 

 

 

22

 

 

 

 

 

 

271

 

State and political subdivisions

 

 

501

 

 

 

7

 

 

 

 

 

 

508

 

Equity securities

 

 

500

 

 

 

4

 

 

 

 

 

 

504

 

 

 

$

74,579

 

 

$

499

 

 

$

(102

)

 

$

74,976

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored entities

 

$

17,090

 

 

$

23

 

 

$

(77

)

 

$

17,036

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

109,784

 

 

 

234

 

 

 

(497

)

 

 

109,521

 

Corporate

 

 

3,000

 

 

 

 

 

 

(46

)

 

 

2,954

 

Small Business Administration loan pools

 

 

275

 

 

 

22

 

 

 

 

 

 

297

 

State and political subdivisions

 

 

504

 

 

 

4

 

 

 

 

 

 

508

 

Equity securities

 

 

500

 

 

 

 

 

 

(6

)

 

 

494

 

 

 

$

131,153

 

 

$

283

 

 

$

(626

)

 

$

130,810

 

 

11


The amortized cost and fair value of held-to-maturity securities and the related gross unrecognized gains and losses were as follows:

 

 

 

Amortized

Cost

 

 

Gross

Unrecognized

Gains

 

 

Gross

Unrecognized

Losses

 

 

Fair

Value

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-sponsored entities

 

$

2,188

 

 

$

 

 

$

 

 

$

2,188

 

Residential mortgage-backed (securities issued by

   government sponsored entities)

 

 

233,302

 

 

 

4,058

 

 

 

(4

)

 

 

237,356

 

Corporate

 

 

12,985

 

 

 

279

 

 

 

(546

)

 

 

12,718

 

Small Business Administration loan pools

 

 

2,636

 

 

 

61

 

 

 

 

 

 

2,697

 

State and political subdivisions

 

 

66,398

 

 

 

3,078

 

 

 

(10

)

 

 

69,466

 

 

 

$

317,509

 

 

$

7,476

 

 

$

(560

)

 

$

324,425

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-sponsored entities

 

$

2,669

 

 

$

 

 

$

(26

)

 

$

2,643

 

Residential mortgage-backed (securities issued by

   government sponsored entities)

 

 

230,554

 

 

 

1,208

 

 

 

(769

)

 

 

230,993

 

Corporate

 

 

12,983

 

 

 

135

 

 

 

(360

)

 

 

12,758

 

Small Business Administration loan pools

 

 

2,863

 

 

 

17

 

 

 

(5

)

 

 

2,875

 

State and political subdivisions

 

 

61,470

 

 

 

2,077

 

 

 

(14

)

 

 

63,533

 

 

 

$

310,539

 

 

$

3,437

 

 

$

(1,174

)

 

$

312,802

 

 

The tables above present unrecognized losses on held-to-maturity securities since date of designation.

The fair value and amortized cost of debt securities at June 30, 2016, by contractual maturity, is shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

Within one year

 

$

 

 

$

 

 

$

2,259

 

 

$

2,277

 

One to five years

 

 

501

 

 

 

508

 

 

 

19,722

 

 

 

20,447

 

Five to ten years

 

 

7,745

 

 

 

7,699

 

 

 

22,366

 

 

 

23,941

 

After ten years

 

 

249

 

 

 

272

 

 

 

39,860

 

 

 

40,404

 

Mortgage-backed securities

 

 

65,584

 

 

 

65,993

 

 

 

233,302

 

 

 

237,356

 

Total debt securities

 

$

74,079

 

 

$

74,472

 

 

$

317,509

 

 

$

324,425

 

 

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was approximately $295,301 at June 30, 2016 and $368,926 at December 31, 2015.

12


The following tables show gross unrealized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2016 and December 31, 2015:

 

 

 

Less Than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-sponsored entities

 

$

4,719

 

 

$

(26

)

 

$

 

 

$

 

 

$

4,719

 

 

$

(26

)

Residential mortgage-backed (issued by

   government-sponsored entities)

 

 

10,306

 

 

 

(57

)

 

 

 

 

 

 

 

 

10,306

 

 

 

(57

)

Corporate

 

 

2,981

 

 

 

(19

)

 

 

 

 

 

 

 

 

2,981

 

 

 

(19

)

Total temporarily impaired securities

 

$

18,006

 

 

$

(102

)

 

$

 

 

$

 

 

$

18,006

 

 

$

(102

)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-sponsored entities

 

$

9,923

 

 

$

(77

)

 

$

 

 

$

 

 

$

9,923

 

 

$

(77

)

Residential mortgage-backed (issued by

   government-sponsored entities)

 

 

89,235

 

 

 

(497

)

 

 

 

 

 

 

 

 

89,235

 

 

 

(497

)

Corporate

 

 

2,954

 

 

 

(46

)

 

 

 

 

 

 

 

 

2,954

 

 

 

(46

)

Equity securities

 

 

 

 

 

 

 

 

494

 

 

 

(6

)

 

 

494

 

 

 

(6

)

Total temporarily impaired securities

 

$

102,112

 

 

$

(620

)

 

$

494

 

 

$

(6

)

 

$

102,606

 

 

$

(626

)

 

 

 

Less Than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed (issued by

   government-sponsored entities)

 

 

10,469

 

 

 

(15

)

 

 

35,829

 

 

 

(189

)

 

 

46,298

 

 

 

(204

)

Corporate

 

 

 

 

 

 

 

 

7,103

 

 

 

(546

)

 

 

7,103

 

 

 

(546

)

Small Business Administration loan pools

 

 

 

 

 

 

 

 

1,467

 

 

 

(8

)

 

 

1,467

 

 

 

(8

)

State and political subdivisions

 

 

2,725

 

 

 

(10

)

 

 

 

 

 

 

 

 

2,725

 

 

 

(10

)

Total temporarily impaired securities

 

$

13,194

 

 

$

(25

)

 

$

44,399

 

 

$

(743

)

 

$

57,593

 

 

$

(768

)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-sponsored entities

 

$

2,643

 

 

$

(26

)

 

$

 

 

$

 

 

$

2,643

 

 

$

(26

)

Residential mortgage-backed (issued by

   government-sponsored entities)

 

 

99,181

 

 

 

(1,077

)

 

 

87,992

 

 

 

(1,629

)

 

 

187,173

 

 

 

(2,706

)

Corporate

 

 

5,505

 

 

 

(12

)

 

 

7,253

 

 

 

(360

)

 

 

12,758

 

 

 

(372

)

Small Business Administration loan pools

 

 

1,315

 

 

 

(5

)

 

 

1,560

 

 

 

(40

)

 

 

2,875

 

 

 

(45

)

State and political subdivisions

 

 

3,180

 

 

 

(29

)

 

 

6,300

 

 

 

(77

)

 

 

9,480

 

 

 

(106

)

Total temporarily impaired securities

 

$

111,824

 

 

$

(1,149

)

 

$

103,105

 

 

$

(2,106

)

 

$

214,929

 

 

$

(3,255

)

 

The tables above present unrealized losses on held-to-maturity securities since the date of purchase, independent of the impact associated with changes in cost basis upon transfer from the available-for-sale designation to the held-to-maturity designation. As of June 30, 2016, the Company held 4 available-for-sale securities and 29 held-to-maturity securities in an unrealized loss position.

Unrealized losses on securities have not been recognized into income because the security issuers are of high credit quality, management does not intend to sell and it is more likely than not that the Company will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates.  The fair value is expected to recover as the securities approach maturity.

During the three months ended June 30, 2016, the Company recorded an other-than-temporary impairment loss in the amount of $415, reflected in net gains from securities transactions.  The impairment loss reflects the difference between the amortized cost of the Company’s investment in AgriBank 9.125% subordinated notes, due July 2019 and the fair value attributable to AgriBank’s redemption call of those notes.

13


The proceeds from sales and the associated gains and losses on available-for-sale securities reclassified from other comprehensive income to income are listed below:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Proceeds

 

$

50,499

 

 

$

12,702

 

 

$

70,957

 

 

$

29,807

 

Gross gains

 

 

473

 

 

 

2

 

 

 

893

 

 

 

370

 

Gross losses

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense on net realized gains

 

 

181

 

 

 

1

 

 

 

342

 

 

 

142

 

 

 

NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Categories of loans at June 30, 2016 and December 31, 2015 include:

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Commercial real estate

 

$

413,499

 

 

$

397,017

 

Commercial and industrial

 

 

253,468

 

 

 

262,032

 

Residential real estate

 

 

262,387

 

 

 

250,216

 

Agricultural real estate

 

 

16,565

 

 

 

18,180

 

Consumer

 

 

17,899

 

 

 

17,103

 

Agricultural

 

 

16,292

 

 

 

15,807

 

Total loans

 

 

980,110

 

 

 

960,355

 

Allowance for loan losses

 

 

(6,030

)

 

 

(5,506

)

Net loans

 

$

974,080

 

 

$

954,849

 

 

The Company has participated in mortgage finance loans with another institution, “the originator.”  These mortgage finance loans consist of ownership interests purchased in single family residential mortgages funded through the originator’s mortgage finance group.  These loans are typically on the Company’s balance sheet for 10 to 20 days.  The Company ceased participation in the program during 2016, and at June 30, 2016 and December 31, 2015, the Company had balances of $- and $18,852 in mortgage finance loans classified as commercial and industrial.

From time to time the Company has purchased pools of residential real estate loans originated by other financial institutions to hold for investment with the intent to diversify the residential real estate portfolio.  In the quarter ended June 30, 2016, the Company purchased a pool of residential real estate loans totaling $19,641.  As of June 30, 2016 and December 31, 2015, residential real estate loans include $88,326 and $74,738 of purchased residential real estate loans from these pools of residential real estate loans.

Over-draft deposit accounts are reclassified and included in consumer loans above.  These accounts totaled $301 at June 30, 2016 and $280 at December 31, 2015.

The following tables present the activity in the allowance for loan losses by class for the three-month periods ended June 30, 2016 and 2015:

 

June 30, 2016

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consumer

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

2,275

 

 

$

1,563

 

 

$

1,940

 

 

$

41

 

 

$

79

 

 

$

82

 

 

$

5,980

 

Provision for loan losses

 

 

196

 

 

 

16

 

 

 

157

 

 

 

 

 

 

182

 

 

 

(19

)

 

 

532

 

Loans charged-off

 

 

(190

)

 

 

(7

)

 

 

(200

)

 

 

 

 

 

(153

)

 

 

 

 

 

(550

)

Recoveries

 

 

27

 

 

 

2

 

 

 

20

 

 

 

 

 

 

19

 

 

 

 

 

 

68

 

Total ending allowance balance

 

$

2,308

 

 

$

1,574

 

 

$

1,917

 

 

$

41

 

 

$

127

 

 

$

63

 

 

$

6,030

 

14


 

June 30, 2015

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consumer

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,079

 

 

$

1,959

 

 

$

1,267

 

 

$

138

 

 

$

56

 

 

$

66

 

 

$

6,565

 

Provision for loan losses

 

 

256

 

 

 

267

 

 

 

143

 

 

 

(113

)

 

 

76

 

 

 

(24

)

 

 

605

 

Loans charged-off

 

 

(1,428

)

 

 

(2

)

 

 

(72

)

 

 

 

 

 

(59

)

 

 

 

 

 

(1,561

)

Recoveries

 

 

6

 

 

 

4

 

 

 

7

 

 

 

 

 

 

17

 

 

 

 

 

 

34

 

Total ending allowance balance

 

$

1,913

 

 

$

2,228

 

 

$

1,345

 

 

$

25

 

 

$

90

 

 

$

42

 

 

$

5,643

 

 

The following tables present the activity in the allowance for loan losses by class for the six-month periods ended June 30, 2016 and 2015:

 

June 30, 2016

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consumer

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

2,051

 

 

$

1,366

 

 

$

1,824

 

 

$

29

 

 

$

187

 

 

$

49

 

 

$

5,506

 

Provision for loan losses

 

 

449

 

 

 

261

 

 

 

315

 

 

 

35

 

 

 

179

 

 

 

16

 

 

 

1,255

 

Loans charged-off

 

 

(224

)

 

 

(62

)

 

 

(248

)

 

 

(23

)

 

 

(281

)

 

 

(3

)

 

 

(841

)

Recoveries

 

 

32

 

 

 

9

 

 

 

26

 

 

 

 

 

 

42

 

 

 

1

 

 

 

110

 

Total ending allowance balance

 

$

2,308

 

 

$

1,574

 

 

$

1,917

 

 

$

41

 

 

$

127

 

 

$

63

 

 

$

6,030

 

 

June 30, 2015

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consumer

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

2,897

 

 

$

1,559

 

 

$

1,190

 

 

$

148

 

 

$

81

 

 

$

88

 

 

$

5,963

 

Provision for loan losses

 

 

430

 

 

 

670

 

 

 

303

 

 

 

(123

)

 

 

96

 

 

 

(46

)

 

 

1,330

 

Loans charged-off

 

 

(1,456

)

 

 

(8

)

 

 

(156

)

 

 

 

 

 

(119

)

 

 

 

 

 

(1,739

)

Recoveries

 

 

42

 

 

 

7

 

 

 

8

 

 

 

 

 

 

32

 

 

 

 

 

 

89

 

Total ending allowance balance

 

$

1,913

 

 

$

2,228

 

 

$

1,345

 

 

$

25

 

 

$

90

 

 

$

42

 

 

$

5,643

 

 

The following tables present the recorded investment in loans and the balance in the allowance for loan losses by portfolio and class based on impairment method as of June 30, 2016 and December 31, 2015:

 

June 30, 2016

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consumer

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

238

 

 

$

6

 

 

$

73

 

 

$

 

 

$

26

 

 

$

 

 

$

343

 

Collectively evaluated for impairment

 

 

2,070

 

 

 

1,568

 

 

 

1,844

 

 

 

41

 

 

 

101

 

 

 

63

 

 

 

5,687

 

Purchase credit impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,308

 

 

$

1,574

 

 

$

1,917

 

 

$

41

 

 

$

127

 

 

$

63

 

 

$

6,030

 

Loan Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

2,029

 

 

$

770

 

 

$

1,710

 

 

$

656

 

 

$

314

 

 

$

236

 

 

$

5,715

 

Collectively evaluated for impairment

 

 

407,569

 

 

 

252,698

 

 

 

259,411

 

 

 

15,909

 

 

 

17,576

 

 

 

16,056

 

 

 

969,219

 

Purchase credit impaired loans

 

 

3,901

 

 

 

 

 

 

1,266

 

 

 

 

 

 

9

 

 

 

 

 

 

5,176

 

Total

 

$

413,499

 

 

$

253,468

 

 

$

262,387

 

 

$

16,565

 

 

$

17,899

 

 

$

16,292

 

 

$

980,110

 

15


 

December 31, 2015

 

Commercial

Real Estate

 

 

Commercial

and Industrial

 

 

Residential

Real

Estate

 

 

Agricultural

Real

Estate

 

 

Consume

 

 

Agricultural

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

190

 

 

$

6

 

 

$

66

 

 

$

 

 

$

7

 

 

$

 

 

$

269

 

Collectively evaluated for impairment

 

 

1,861

 

 

 

1,360

 

 

 

1,758

 

 

 

29

 

 

 

180

 

 

 

49

 

 

 

5,237

 

Purchase credit impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,051

 

 

$

1,366

 

 

$

1,824

 

 

$

29

 

 

$

187

 

 

$

49

 

 

$

5,506

 

Loan Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

2,893

 

 

$

1,182

 

 

$

1,491

 

 

$

 

 

$

72

 

 

$

95

 

 

$

5,733

 

Collectively evaluated for impairment

 

 

389,756

 

 

 

260,850

 

 

 

247,368

 

 

 

18,180

 

 

 

17,000

 

 

 

15,712

 

 

 

948,866

 

Purchase credit impaired loans

 

 

4,368

 

 

 

 

 

 

1,357

 

 

 

 

 

 

31

 

 

 

 

 

 

5,756

 

Total

 

$

397,017

 

 

$

262,032

 

 

$

250,216

 

 

$

18,180

 

 

$

17,103

 

 

$

15,807

 

 

$

960,355

 

 

The following table presents information related to impaired loans, excluding purchased credit impaired loans which have not deteriorated since acquisition, by class of loans as of June 30, 2016 and December 31, 2015.  The recorded investment in loans excludes accrued interest receivable due to immateriality.

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Allowance for

Loan Losses

Allocated

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Allowance for

Loan Losses

Allocated

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

4,179

 

 

$

1,962

 

 

$

 

 

$

563

 

 

$

536

 

 

$

 

Commercial and industrial

 

 

1,668

 

 

 

710

 

 

 

 

 

 

2,668

 

 

 

1,119

 

 

 

 

Residential real estate

 

 

1,169

 

 

 

921

 

 

 

 

 

 

984

 

 

 

585

 

 

 

 

Agricultural real estate

 

 

696

 

 

 

656

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

115

 

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural

 

 

241

 

 

 

236

 

 

 

 

 

 

95

 

 

 

95

 

 

 

 

Subtotal

 

 

8,068

 

 

 

4,535

 

 

 

 

 

 

4,310

 

 

 

2,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

927

 

 

 

897

 

 

 

238

 

 

 

4,217

 

 

 

3,176

 

 

 

190

 

Commercial and industrial

 

 

66

 

 

 

60

 

 

 

6

 

 

 

93

 

 

 

63

 

 

 

6

 

Residential real estate

 

 

823

 

 

 

789

 

 

 

73

 

 

 

697

 

 

 

660

 

 

 

66

 

Agricultural real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

319

 

 

 

264

 

 

 

26

 

 

 

75

 

 

 

72

 

 

 

7

 

Agricultural

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

2,135

 

 

 

2,010

 

 

 

343

 

 

 

5,082

 

 

 

3,971

 

 

 

269

 

Total

 

$

10,203

 

 

$

6,545

 

 

$

343

 

 

$

9,392

 

 

$

6,306

 

 

$

269

 

 

16


The table below presents average recorded investment and interest income related to impaired loans for the three months ended June 30, 2016 and 2015.  Interest income recognized in the following table was substantially recognized on the cash basis.  The recorded investment in loans excludes accrued interest receivable due to immateriality.

 

 

 

As of and for the three months ended

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,464

 

 

$

4

 

 

$

795

 

 

$

7

 

Commercial and industrial

 

 

716

 

 

 

 

 

 

555

 

 

 

7

 

Residential real estate

 

 

652

 

 

 

3

 

 

 

675

 

 

 

 

Agricultural real estate

 

 

698

 

 

 

 

 

 

83

 

 

 

 

Consumer

 

 

14

 

 

 

 

 

 

 

 

 

 

Agricultural

 

 

104

 

 

 

1

 

 

 

 

 

 

Subtotal

 

 

3,648

 

 

 

8

 

 

 

2,108

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

2,036

 

 

 

4

 

 

 

3,513

 

 

 

5

 

Commercial and industrial

 

 

117

 

 

 

 

 

 

1,690

 

 

 

22

 

Residential real estate

 

 

911

 

 

 

3

 

 

 

611

 

 

 

2

 

Agricultural real estate

 

 

 

 

 

 

 

 

84

 

 

 

 

Consumer

 

 

217

 

 

 

5

 

 

 

38

 

 

 

 

Agricultural

 

 

61

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

3,342

 

 

 

12

 

 

 

5,936

 

 

 

29

 

Total

 

$

6,990

 

 

$

20

 

 

$

8,044

 

 

$

43

 

 

The table below presents average recorded investment and interest income related to impaired loans for the six months ended June 30, 2016 and 2015.  Interest income recognized in the following table was substantially recognized on the cash basis.  The recorded investment in loans excludes accrued interest receivable due to immateriality.

 

 

 

As of and for the six months ended

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,233

 

 

$

4

 

 

$

1,091

 

 

$

8

 

Commercial and industrial

 

 

845

 

 

 

 

 

536

 

 

7

 

Residential real estate

 

 

662

 

 

 

3

 

 

 

627

 

 

 

 

Agricultural real estate

 

 

399

 

 

 

 

 

 

95

 

 

 

 

Consumer

 

 

16

 

 

 

 

 

 

4

 

 

 

 

Agricultural

 

 

100

 

 

 

1

 

 

 

 

 

 

Subtotal

 

 

3,255

 

 

8

 

 

 

2,353

 

 

 

15

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

2,516

 

 

4

 

 

 

4,441

 

 

5

 

Commercial and industrial

 

 

109

 

 

 

 

 

1,514

 

 

 

26

 

Residential real estate

 

 

877

 

 

3

 

 

 

719

 

 

2

 

Agricultural real estate

 

 

 

 

 

 

 

111

 

 

 

 

Consumer

 

 

177

 

 

 

5

 

 

 

30

 

 

 

 

Agricultural

 

 

35

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

3,714

 

 

12

 

 

 

6,815

 

 

 

33

 

Total

 

$

6,969

 

 

$

20

 

 

$

9,168

 

 

$

48

 

 

17


The following tables present the aging of the recorded investment in past due loans as of June 30, 2016 and December 31, 2015, by portfolio and class of loans:

 

June 30, 2016

 

30 - 59

Days

Past Due

 

 

60 - 89

Days

Past Due

 

 

Greater

Than

90 Days

Past

Due Still On

Accrual

 

 

Nonaccrual

 

 

Loans Not

Past Due

 

 

Total

 

Commercial real estate

 

$

840

 

 

$

 

 

$

 

 

$

3,403

 

 

$

409,256

 

 

$

413,499

 

Commercial and industrial

 

 

135

 

 

 

 

 

 

 

 

 

770

 

 

 

252,563

 

 

 

253,468

 

Residential real estate

 

 

137

 

 

 

824

 

 

 

 

 

 

2,467

 

 

 

258,959

 

 

 

262,387

 

Agricultural real estate

 

 

 

 

 

 

 

 

 

 

 

656

 

 

 

15,909

 

 

 

16,565

 

Consumer

 

 

72

 

 

 

2

 

 

 

 

 

 

323

 

 

 

17,502

 

 

 

17,899

 

Agricultural

 

 

 

 

 

 

 

 

 

 

 

236

 

 

 

16,056

 

 

 

16,292

 

Total

 

$

1,184

 

 

$

826

 

 

$

 

 

$

7,855

 

 

$

970,245

 

 

$

980,110

 

 

December 31, 2015

 

30 - 59

Days

Past Due

 

 

60 - 89

Days

Past Due

 

 

Greater

Than

90 Days

Past

Due Still On

Accrual

 

 

Nonaccrual

 

 

Loans Not

Past Due

 

 

Total

 

Commercial real estate

 

$

645

 

 

$

108

 

 

$

 

 

$

4,448

 

 

$

391,816

 

 

$

397,017

 

Commercial and industrial

 

 

2

 

 

 

164

 

 

 

 

 

 

1,182

 

 

 

260,684

 

 

 

262,032

 

Residential real estate

 

 

166

 

 

 

545

 

 

 

35

 

 

 

2,369

 

 

 

247,101

 

 

 

250,216

 

Agricultural real estate

 

 

138

 

 

 

 

 

 

 

 

 

 

 

 

18,042

 

 

 

18,180

 

Consumer

 

 

96

 

 

 

97

 

 

 

 

 

 

103

 

 

 

16,807

 

 

 

17,103

 

Agricultural

 

 

 

 

 

 

 

 

 

 

 

95

 

 

 

15,712

 

 

 

15,807

 

Total

 

$

1,047

 

 

$

914

 

 

$

35

 

 

$

8,197

 

 

$

950,162

 

 

$

960,355

 

 

Credit Quality Indicators

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, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes loans individually by classifying the loans as to credit risk.  Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.  The Company uses the following definitions for risk ratings:

Pass: Loans classified as pass do not have any noted weaknesses and repayment of the loan is expected.

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

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

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

18


The risk category of loans by class of loans is as follows as of June 30, 2016 and December 31, 2015:

 

June 30, 2016

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

Commercial real estate

 

$

406,266

 

 

$

 

 

$

7,233

 

 

$

 

 

$

413,499

 

Commercial and industrial

 

 

252,826

 

 

 

 

 

 

642

 

 

 

 

 

 

253,468

 

Residential real estate

 

 

259,592

 

 

 

 

 

 

2,795

 

 

 

 

 

 

262,387

 

Agricultural real estate

 

 

15,552

 

 

 

 

 

 

1,013

 

 

 

 

 

 

16,565

 

Consumer

 

 

17,587

 

 

 

 

 

 

312

 

 

 

 

 

 

17,899

 

Agricultural

 

 

16,052

 

 

 

 

 

 

240

 

 

 

 

 

 

16,292

 

Total

 

$

967,875

 

 

$

 

 

$

12,235

 

 

$

 

 

$

980,110

 

 

December 31, 2015

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

Commercial real estate

 

$

386,917

 

 

$

 

 

$

10,100

 

 

$

 

 

$

397,017

 

Commercial and industrial

 

 

260,669

 

 

 

 

 

 

1,363

 

 

 

 

 

 

262,032

 

Residential real estate

 

 

246,901

 

 

 

 

 

 

3,315

 

 

 

 

 

 

250,216

 

Agricultural real estate

 

 

17,810

 

 

 

 

 

 

370

 

 

 

 

 

 

18,180

 

Consumer

 

 

17,000

 

 

 

 

 

 

103

 

 

 

 

 

 

17,103

 

Agricultural

 

 

15,707

 

 

 

 

 

 

100

 

 

 

 

 

 

15,807

 

Total

 

$

945,004

 

 

$

 

 

$

15,351

 

 

$

 

 

$

960,355

 

 

Purchased Credit Impaired Loans

The Company has acquired loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.  The recorded investments in purchase credit impaired loans as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Contractually required principal payments

 

$

6,759

 

 

$

7,550

 

Discount

 

 

(1,583

)

 

 

(1,794

)

Recorded investment

 

$

5,176

 

 

$

5,756

 

 

The accretable yield associated with these loans was $818 and $935 as of June 30, 2016 and December 31, 2015.  The interest income recognized on these loans for the three-month and six-month periods ended June 30, 2016 and 2015 was $86, $238, $204 and $371.  For the three-month and six-month periods ended June 30, 2016 and 2015, no provision for loan losses was recorded for these loans.

Troubled Debt Restructurings

The Company had no loans modified under troubled debt restructurings as of June 30, 2016 or December 31, 2015.

 

 

NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to interest-rate risk primarily from the effect of interest rate changes on its interest-earning assets and its sources of funding these assets.  The Company will periodically enter into interest rate swaps or interest rate caps/floors to manage certain interest rate risk exposure.

Interest Rate Swaps Designated as Fair Value Hedges:

The Company periodically enters into interest rate swaps to hedge the fair value of certain commercial real estate loans.  These transactions are designated as fair value hedges.  In this type of transaction, the Company typically receives from the counterparty a variable-rate cash flow based on the one-month London Interbank Offered Rate (“LIBOR”) plus a spread to this index and pays a fixed-rate cash flow equal to the customer loan rate.  At June 30, 2016, the portfolio of interest rate swaps had a weighted average maturity of 8.0 years, a weighted average pay rate of 3.79% and a weighted average rate received of 2.92%.  At December 31, 2015, the portfolio of interest rate swaps had a weighted average maturity of 10.0 years, a weighted average pay rate of 4.45% and a weighted average rate received of 2.37%.

19


Stand-Alone Derivatives:

In 2009, the Company purchased an interest rate cap derivative to assist with interest rate risk management.  This derivative is not designated as a hedging instrument but rather as a stand-alone derivative.  At June 30, 2016, the interest rate cap had a term of 3.4 years and a cap rate of 4.50%. At December 31, 2015, the interest rate cap had a term of 3.9 years and a cap rate of 4.50%.

Reconciliation of Derivative Fair Values and Gains/(Losses):

The notional amount of a derivative contract is a factor in determining periodic interest payments or cash flows received or paid.  The notional amount of derivatives serves as a level of involvement in various types of derivatives.  The notional amount does not represent the Company’s overall exposure to credit or market risk, generally, the exposure is significantly smaller.

The following table shows the notional balances and fair values (including net accrued interest) of the derivatives outstanding by derivative type at June 30, 2016 and December 31, 2015:

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Notional

Amount

 

 

Derivative

Assets

 

 

Derivative

Liabilities

 

 

Notional

Amount

 

 

Derivative

Assets

 

 

Derivative

Liabilities

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

20,872

 

 

$

 

 

$

1,098

 

 

$

12,284

 

 

$

 

 

$

246

 

Total derivatives designated as hedging relationships

 

 

20,872

 

 

 

 

 

 

1,098

 

 

 

12,284

 

 

 

 

 

 

246

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate caps/floors

 

 

3,003

 

 

 

 

 

 

 

 

 

3,140

 

 

 

2

 

 

 

 

Total derivatives not designated as hedging

   instruments

 

 

3,003

 

 

 

 

 

 

 

 

 

3,140

 

 

 

2

 

 

 

 

Total

 

$

23,875

 

 

 

 

 

 

1,098

 

 

$

15,424

 

 

 

2

 

 

 

246

 

Cash collateral

 

 

 

 

 

 

 

 

 

(1,160

)

 

 

 

 

 

 

 

 

 

(270

)

Netting adjustments

 

 

 

 

 

 

62

 

 

 

62

 

 

 

 

 

 

 

24

 

 

 

24

 

Net amount presented in Balance Sheet

 

 

 

 

 

$

62

 

 

$

 

 

 

 

 

 

$

26

 

 

$

 

 

For the three-month and six-month periods ended June 30, 2016 and 2015, the Company recorded net losses on derivatives and hedging activities:

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

June 30, 2016

 

 

June 30, 2015

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

 

 

$

 

 

$

 

 

$

 

Total net gain (loss) related to fair value hedge

   ineffectiveness

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate caps/floors

 

 

(1

)

 

 

(1

)

 

 

(2

)

 

 

(6

)

Total net gains (losses) related to derivatives not

   designated as hedging instruments

 

 

(1

)

 

 

(1

)

 

 

(2

)

 

 

(6

)

Net gains (losses) on derivatives and hedging activities

 

$

(1

)

 

$

(1

)

 

$

(2

)

 

$

(6

)

 

20


The following table shows the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the three-month periods ended June 30, 2016 and 2015.

 

 

 

June 30, 2016

 

 

 

Gain/(Loss)

on Derivatives

 

 

Gain/(Loss)

on Hedged

Items

 

 

Net Fair Value

Hedge

Ineffectiveness

 

 

Effect of

Derivatives on

Net Interest

Income

 

Commercial real estate loans

 

$

(325

)

 

$

325

 

 

$

 

 

$

(47

)

Total

 

$

(325

)

 

$

325

 

 

$

 

 

$

(47

)

 

 

 

June 30, 2015

 

 

 

Gain/(Loss)

on Derivatives

 

 

Gain/(Loss)

on Hedged

Items

 

 

Net Fair Value

Hedge

Ineffectiveness

 

 

Effect of

Derivatives on

Net Interest

Income

 

Commercial real estate loans

 

$

(15

)

 

$

15

 

 

$

 

 

$

(10

)

Total

 

$

(15

)

 

$

15

 

 

$

 

 

$

(10

)

 

The following table shows the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the six-month periods ended June 30, 2016 and 2015.

 

 

 

June 30, 2016

 

 

 

Gain/(Loss)

on Derivatives

 

 

Gain/(Loss)

on Hedged

Items

 

 

Net Fair Value

Hedge

Ineffectiveness

 

 

Effect of

Derivatives on

Net Interest

Income

 

Commercial real estate loans

 

$

(850

)

 

$

850

 

 

$

 

 

$

(86

)

Total

 

$

(850

)

 

$

850

 

 

$

 

 

$

(86

)

 

 

 

June 30, 2015

 

 

 

Gain/(Loss)

on Derivatives

 

 

Gain/(Loss)

on Hedged

Items

 

 

Net Fair Value

Hedge

Ineffectiveness

 

 

Effect of

Derivatives on

Net Interest

Income

 

Commercial real estate loans

 

$

(15

)

 

$

15

 

 

$

 

 

$

(10

)

Total

 

$

(15

)

 

$

15

 

 

$

 

 

$

(10

)

 

 

NOTE 5 – BORROWINGS

Federal funds purchased and retail repurchase agreements

Federal funds purchased and retail repurchase agreements as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Federal funds purchased

 

$

 

 

$

 

Retail repurchase agreements

 

 

22,782

 

 

 

20,762

 

 

The Company has available federal funds lines of credit with its correspondent banks.

21


Securities sold under agreements to repurchase (retail repurchase agreements) consist of obligations of the Company to other parties.  The obligations are secured by residential mortgage-backed securities held by the Company with a fair value of $23,993 and $25,756 at June 30, 2016 and December 31, 2015.  The agreements are on a day-to-day basis and can be terminated on demand.

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Year-to-date average daily balance during the period

 

$

21,742

 

 

$

24,853

 

Maximum month-end balance during the period

 

$

22,782

 

 

$

27,951

 

Weighted average interest rate at period-end

 

 

0.26

%

 

 

0.24

%

 

Federal Home Loan Bank advances

Federal Home Loan Bank advances as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Federal Home Loan Bank line of credit advances

 

$

147,648

 

 

$

145,439

 

Federal Home Loan Bank fixed rate term advances

 

 

 

 

 

 

Total Federal Home Loan Bank advances

 

$

147,648

 

 

$

145,439

 

 

At June 30, 2016, the Company had $147,648 drawn against its line of credit at a weighted average rate of 0.54%.  At December 31, 2015, the $145,439 drawn against the Federal Home Loan Bank line of credit was at a weighted average rate of 0.48%.

In February 2015, all of the Company’s Federal Home Loan Bank term advances were prepaid.  The Company recorded a loss on debt extinguishment of $316 for the six months ended June 30, 2015 in connection with the prepayment of the Federal Home Loan Bank term advances.

At June 30, 2016 and December 31, 2015, the Company had undisbursed advance commitments (letters of credit) with the Federal Home Loan Bank of $5,000 and $0.  These letters of credit were obtained in lieu of pledging securities to secure public fund deposits that are over the FDIC insurance limit.  The letter of credit outstanding at June 30, 2016 matures on July 25, 2016.

The advances and letters of credit were collateralized by certain qualifying loans totaling $303,252 and $318,759 at June 30, 2016 and December 31, 2015.  Based on this collateral and the Company’s holdings of Federal Home Loan Bank stock, the Company was eligible to borrow an additional $149,841 and $172,557 at June 30, 2016 and December 31, 2015.

Bank stock loan

In July 2014, the Company borrowed $15,540 from an unaffiliated financial institution, secured by the Company’s stock in Equity Bank. In September 2015, the Company amended and restated the loan agreement and borrowed an additional $5,014.  At December 31, 2015, $18,612 was outstanding on the bank stock loan at a fixed rate of 4.00% (computed on the basis of a 360-day year and the actual number of days elapsed) until July 2019.  This borrowing was repaid on January 4, 2016 using proceeds from the Company’s initial public offering (“IPO”).

On January 28, 2016, the Company entered into a new agreement with the same lender that provides for a maximum borrowing facility of $20,000, secured by the Company’s stock in Equity Bank.  The borrowing facility will mature on January 26, 2017.  Each draw of funds on the facility will create a separate note that is repayable over a term of five years.  Each note will bear interest at a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily.  Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five year term of each separate note.  The Company is also required to pay an unused commitment fee in an amount equal to twenty basis points per annum on the unused portion of the maximum borrowing facility.

The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants.  The Company believes it is in compliance with the terms of the borrowing facility and has not been otherwise notified of noncompliance.

 

 

22


NOTE 6 – STOCKHOLDERS’ EQUITY

On November 16, 2015, the Company completed an IPO of 2,231,000 shares of Class A common stock, $0.01 par value.  The Company sold 1,941,000 shares and selling stockholders sold 290,000 shares, which included 273,000 shares of Class A common stock that were issued upon the automatic conversion of an equal number of shares of Class B common stock as a result of the offering.  All shares issued and sold in the IPO were registered under the Securities Act pursuant to a Registration Statement on Form S-1, which was declared effective by the SEC on November 10, 2015.  The Company’s net proceeds were $38,945 after subtraction of underwriting discounts and commissions and offering expenses.

Preferred stock

The Company’s articles of incorporation provide for the issuance of 10,000,000 shares of preferred stock.  At December 31, 2015 the Company had 16,372 shares of Series C, senior non-cumulative perpetual preferred stock (“Series C preferred stock”) with a par value of $0.01 per share and a dividend rate of 1.0% issued and outstanding.  The Company issued the Series C preferred stock having a per share liquidation amount of $1,000 per share to the United States Treasury as part of the Small Business Lending Fund.  The Series C preferred stock qualified as Tier 1 capital.  A portion of the proceeds of the IPO were used to redeem the Series C preferred stock on January 4, 2016 at liquidation amount of $16,372.

Common stock

The Company’s articles of incorporation provide for the issuance of 45,000,000 shares of Class A voting common stock (“Class A common stock”) and 5,000,000 shares of Class B non-voting common stock (“Class B common stock”), both of which have a par value of $0.01.  

The following table presents shares that were issued and were held in treasury or were outstanding at June 30, 2016 and December 31, 2015:

 

 

 

June 30,

2016

 

 

December 31,

2015

 

Class A common stock – issued

 

 

8,593,027

 

 

 

8,421,060

 

Class A common stock – held in treasury

 

 

(1,271,043

)

 

 

(1,271,043

)

Class A common stock – outstanding

 

 

7,321,984

 

 

 

7,150,017

 

Class B common stock – issued

 

 

1,132,334

 

 

 

1,296,613

 

Class B common stock – held in treasury

 

 

(234,903

)

 

 

(234,903

)

Class B common stock – outstanding

 

 

897,431

 

 

 

1,061,710

 

 

Agreements with certain owners of Class B common stock require the Company to issue Class A common stock to replace an equal number of Class B common stock in the event of a future transfer from the owner to an unaffiliated party.  The Class B common stock owner may require this exchange in certain stipulated transactions including the transfer of shares of Class B common stock to: (1) the Company or its bank subsidiary, (2) in a widespread public distribution, (3) a transfer in which no transferee receives two percent or more of any class of the Company’s voting securities, or (4) to a transferee that would control more than fifty percent of the Company’s voting securities without any transfer from the purchaser.

Restricted stock unit plan termination loans

In connection with the termination of the Company’s restricted stock unit plan (“RSUP”), 203,216 shares of Class A common stock were issued in May 2015 to employees with vested restricted stock units.  Additional paid-in capital includes $224 of tax benefits in excess of those previously provided in connection with stock compensation expense.  Also in connection with the termination of the RSUP, the Company agreed to loan electing participants an amount equal to each participant’s federal and state income tax withholding obligation associated with the stock issuance.  These loans totaling $242 at June 30, 2016 and $242 at December 31, 2015, are collateralized with the shares received, have a maturity date of December 31, 2016 and an interest rate of 0.56%.

Accumulated other comprehensive income (loss)

At June 30, 2016 and December 31, 2015, accumulated other comprehensive income consisted of (i) the after tax effect of unrealized gains (losses) on available-for-sale securities and (ii) the after tax effect of unamortized unrealized gains (losses) on securities transferred from the available-for-sale designation to the held-to-maturity designation.

23


Components of accumulated other comprehensive income as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

Available-for-

Sale

Securities

 

 

Held-to-

Maturity

Securities

 

 

Accumulated

Other

Comprehensive

Income

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized or unamortized gains (losses)

 

$

397

 

 

$

(3,199

)

 

$

(2,802

)

Tax effect

 

 

(152

)

 

 

1,222

 

 

 

1,070

 

 

 

$

245

 

 

$

(1,977

)

 

$

(1,732

)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized or unamortized gains (losses)

 

$

(343

)

 

$

(3,491

)

 

$

(3,834

)

Tax effect

 

 

128

 

 

 

1,335

 

 

 

1,463

 

 

 

$

(215

)

 

$

(2,156

)

 

$

(2,371

)

 

 

NOTE 7 – REGULATORY MATTERS

Banks and bank holding companies (on a consolidated basis) are subject to regulatory capital requirements administered by federal banking agencies.  Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can initiate regulatory action.  The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019.  Beginning in January 2016, the implementation of the capital conservation buffer was effective for the Company starting at the 0.625% level and increasing 0.625% each year thereafter, until it reaches 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company's ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers.  Management believes as of June 30, 2016 and December 31, 2015, that the Company and Equity Bank meet all capital adequacy requirements to which they are subject, including the capital conservation buffer requirement.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

As of June 30, 2016, management believes that the Company meets all capital adequacy requirements to which they are subject and the most recent notifications from the federal regulatory agencies categorized Equity Bank as well capitalized under the regulatory framework for prompt corrective action, including the capital conservation buffer.  To be categorized as well capitalized, Equity Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

24


The Company’s and Equity Bank’s capital amounts and ratios at June 30, 2016 and December 31, 2015 are presented in the tables below. Ratios provided for Equity Bancshares, Inc. represent the ratios of the Company on a consolidated basis.

 

 

 

Actual

 

 

Minimum Required for

Capital Adequacy

Purposes

 

 

 

To Be Well

Capitalized Under

Prompt Corrective

Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

$

158,238

 

 

 

14.45

%

 

$

87,598

 

 

 

8.0

%

 

$

N/A

 

 

N/A

 

Equity Bank

 

 

144,892

 

 

 

13.22

%

 

 

87,707

 

 

 

8.0

%

 

 

 

109,634

 

 

 

10.0

%

Tier 1 capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

152,208

 

 

 

13.90

%

 

 

65,698

 

 

 

6.0

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

138,862

 

 

 

12.67

%

 

 

65,780

 

 

 

6.0

%

 

 

 

87,707

 

 

 

8.0

%

Common equity Tier 1 capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

142,837

 

 

 

13.04

%

 

 

49,274

 

 

 

4.5

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

138,862

 

 

 

12.67

%

 

 

49,335

 

 

 

4.5

%

 

 

 

71,262

 

 

 

6.5

%

Tier 1 leverage to average assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

152,208

 

 

 

9.32

%

 

 

65,352

 

 

 

4.0

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

138,862

 

 

 

8.49

%

 

 

65,407

 

 

 

4.0

%

 

 

 

81,759

 

 

 

5.0

%

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

$

156,358

 

 

 

14.35

%

 

$

87,146

 

 

 

8.0

%

 

$

N/A

 

 

N/A

 

Equity Bank

 

 

139,275

 

 

 

12.77

%

 

 

87,256

 

 

 

8.0

%

 

 

 

109,070

 

 

 

10.0

%

Tier 1 capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

150,852

 

 

 

13.85

%

 

 

65,359

 

 

 

6.0

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

133,769

 

 

 

12.26

%

 

 

65,442

 

 

 

6.0

%

 

 

 

87,256

 

 

 

8.00

%

Common equity Tier 1 capital to risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

134,480

 

 

 

12.35

%

 

 

49,019

 

 

 

4.5

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

133,769

 

 

 

12.26

%

 

 

49,082

 

 

 

4.5

%

 

 

 

70,896

 

 

 

6.5

%

Tier 1 leverage to average assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Bancshares, Inc.

 

 

150,852

 

 

 

9.47

%

 

 

63,728

 

 

 

4.0

%

 

 

N/A

 

 

N/A

 

Equity Bank

 

 

133,769

 

 

 

8.39

%

 

 

63,790

 

 

 

4.0

%

 

 

 

79,737

 

 

 

5.0

%

 

Equity Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.

 

 

25


NOTE 8 – EARNINGS PER SHARE

The following table presents earnings per share for the three and six months ended June 30, 2016 and 2015:

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

2016

 

 

June 30,

2015

 

 

June 30,

2016

 

 

June 30,

2015

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocable to common stockholders

 

$

2,846

 

 

$

2,526

 

 

$

6,285

 

 

$

4,924

 

Weighted average common shares outstanding

 

 

8,216,097

 

 

 

6,143,438

 

 

 

8,213,912

 

 

 

6,105,684

 

Weighted average vested restricted stock units

 

 

 

 

 

127,289

 

 

 

 

 

 

165,043

 

Weighted average shares

 

 

8,216,097

 

 

 

6,270,727

 

 

 

8,213,912

 

 

 

6,270,727

 

Basic earnings per common share

 

$

0.35

 

 

$

0.40

 

 

$

0.77

 

 

$

0.79

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocable to common stockholders

 

$

2,846

 

 

$

2,526

 

 

$

6,285

 

 

$

4,924

 

Weighted average common shares outstanding for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

 

8,216,097

 

 

 

6,270,727

 

 

 

8,213,912

 

 

 

6,270,727

 

Dilutive effects of the assumed exercise of stock options

 

 

113,202

 

 

 

18,021

 

 

 

112,703

 

 

 

17,083

 

Average shares and dilutive potential common shares

 

 

8,329,299

 

 

 

6,288,748

 

 

 

8,326,615

 

 

 

6,287,810

 

Diluted earnings per common share

 

$

0.34

 

 

$

0.40

 

 

$

0.75

 

 

$

0.78

 

 

Average outstanding stock options of 128,921 and 209,263 for the three-month periods ended June 30, 2016 and 2015 and 130,973 and 209,297 for the six-month periods ended June 30, 2016 and 2015 were not included in the computation of diluted earnings per share because the options were antidilutive.

 

 

NOTE 9 – FAIR VALUE

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

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

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

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

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

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

26


Fair Value of Assets and Liabilities Measured on a Recurring Basis

The fair values of securities available-for-sale are carried at fair value on a recurring basis.  To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as Level 1.  For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities, generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).  The Company’s available-for-sale securities, including U.S. Government sponsored agencies, residential mortgage-backed securities (all of which are issued or guaranteed by government sponsored agencies), corporate securities, Small Business Administration securities, State and Political Subdivision securities, and equity securities are classified as Level 2.

The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate yield curves (Level 2 inputs) adjusted for credit risk attributable to the seller of the interest rate derivative.  Cash collateral received from or delivered to a derivative counterparty is classified as Level 1.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

 

 

 

June 30, 2016

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored entities

 

$

 

 

$

4,719

 

 

$

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

 

 

 

65,993

 

 

 

 

Corporate

 

 

 

 

 

2,981

 

 

 

 

Small Business Administration loan pools

 

 

 

 

 

271

 

 

 

 

State and political subdivisions

 

 

 

 

 

508

 

 

 

 

Equity securities

 

 

504

 

 

 

 

 

 

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

 

 

 

 

 

 

 

 

Cash collateral held by counterparty

 

 

62

 

 

 

 

 

 

 

Total derivative assets (included in other assets)

 

 

62

 

 

 

 

 

 

 

Total assets

 

$

566

 

 

$

74,472

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

 

 

$

1,098

 

 

$

 

Cash collateral held by counterparty

 

 

(1,098

)

 

 

 

 

 

 

Total derivative liabilities (included in other

   liabilities)

 

 

(1,098

)

 

 

1,098

 

 

 

 

Total liabilities

 

$

(1,098

)

 

$

1,098

 

 

$

 

27


 

 

 

December 31, 2015

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored entities

 

$

 

 

$

17,036

 

 

$

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

 

 

 

109,521

 

 

 

 

Corporate

 

 

 

 

 

2,954

 

 

 

 

Small Business Administration loan pools

 

 

 

 

 

297

 

 

 

 

State and political subdivisions

 

 

 

 

 

508

 

 

 

 

Equity securities

 

 

 

 

 

494

 

 

 

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets (included in other assets)

 

 

 

 

 

2

 

 

 

 

Cash collateral held by counterparty

 

 

24

 

 

 

 

 

 

 

Total derivative assets

 

 

24

 

 

 

2

 

 

 

 

Total assets

 

$

24

 

 

$

130,812

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (included in other liabilities)

 

$

 

 

$

246

 

 

$

 

Cash collateral held by counterparty

 

 

(246

)

 

 

 

 

 

 

Total derivative liabilities

 

 

(246

)

 

 

246

 

 

 

 

Total liabilities

 

$

(246

)

 

$

246

 

 

$

 

 

There were no material transfers between levels during the six months ended June 30, 2016 or the year ended December 31, 2015. The Company’s policy is to recognize transfers into or out of a level as of the end of a reporting period.

Fair Value of Assets and Liabilities Measured on a Non-recurring Basis

Certain assets are measured at fair value on a non-recurring basis when there is evidence of impairment.  The fair value of impaired securities is determined as discussed previously for available-for-sale securities.  The fair values of impaired loans with specific allocations of the allowance for loan losses are generally based on recent real estate appraisals of the collateral less estimated cost to sell.  Declines in the fair values of other real estate owned subsequent to their initial acquisitions are also based on recent real estate appraisals less selling costs.

Real estate appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.  Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Assets measured at fair value on a non-recurring basis are summarized below:

 

 

 

June 30, 2016

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored entities

 

$

 

 

$

2,188

 

 

$

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

 

 

$

659

 

Commercial and industrial

 

 

 

 

 

 

 

 

54

 

Residential real estate

 

 

 

 

 

 

 

 

716

 

Other

 

 

 

 

 

 

 

 

238

 

Other real estate owned:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

524

 

Residential real estate

 

 

 

 

 

 

 

 

288

 

28


 

 

 

December 31, 2015

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

 

 

$

2,986

 

Commercial and industrial

 

 

 

 

 

 

 

 

57

 

Residential real estate

 

 

 

 

 

 

 

 

594

 

Other

 

 

 

 

 

 

 

 

65

 

Other real estate owned:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

524

 

Residential real estate

 

 

 

 

 

 

 

 

387

 

 

The Company did not record any liabilities for which the fair value was measured on a non-recurring basis at June 30, 2016 or at December 31, 2015.

Valuations of impaired loans and other real estate owned utilize third party appraisals or broker price opinions, and were classified as Level 3 due to the significant judgment involved.  Appraisals may include the utilization of unobservable inputs, subjective factors, and quantitative data to estimate fair market value.

The following table presents additional information about the unobservable inputs used in the fair value measurement of financial assets measured on a nonrecurring basis that were categorized with Level 3 of the fair value hierarchy:

 

 

 

Fair Value

 

 

Valuation

Technique

 

Unobservable

Input

 

Range

(weighted average)

June 30, 2016

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

1,667

 

 

Sales Comparison

Approach

 

Adjustments for

differences between

comparable sales

 

6%-10% (8%)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

3,702

 

 

Sales Comparison

Approach

 

Adjustments for

differences between

comparable sales

 

7% -29% (18%)

 

Measurable inputs for other real estate owned were not material.

29


Carrying amount and estimated fair values of financial instruments at period end were as follows as of the date indicated:

 

 

 

June 30, 2016

 

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

46,202

 

 

$

46,202

 

 

$

46,202

 

 

$

 

 

$

 

Interest bearing deposits

 

 

5,245

 

 

 

5,245

 

 

 

 

 

 

5,245

 

 

 

 

Available-for-sale securities

 

 

74,976

 

 

 

74,976

 

 

 

504

 

 

 

74,472

 

 

 

 

Held-to-maturity securities

 

 

317,509

 

 

 

324,425

 

 

 

 

 

 

324,425

 

 

 

 

Loans held for sale

 

 

4,002

 

 

 

4,002

 

 

 

 

 

 

4,002

 

 

 

 

Loans, net of allowance for loan losses

 

 

974,080

 

 

 

973,266

 

 

 

 

 

 

 

 

 

973,266

 

Federal Reserve Bank and Federal Home

   Loan Bank stock

 

 

10,875

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Interest receivable

 

 

4,323

 

 

 

4,323

 

 

 

 

 

 

4,323

 

 

 

 

Derivative assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash collateral held by derivative counterparty

 

 

62

 

 

 

62

 

 

 

62

 

 

 

 

 

 

 

Total derivative assets

 

 

62

 

 

 

62

 

 

 

62

 

 

 

 

 

 

 

Total assets

 

$

1,437,274

 

 

$

1,432,501

 

 

$

46,768

 

 

$

412,467

 

 

$

973,266

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,196,767

 

 

$

1,203,618

 

 

$

 

 

$

1,203,618

 

 

$

 

Federal funds purchased and retail

   repurchase agreements

 

 

22,782

 

 

 

22,782

 

 

 

 

 

 

22,782

 

 

 

 

Federal Home Loan Bank advances

 

 

147,648

 

 

 

147,648

 

 

 

 

 

 

147,648

 

 

 

 

Subordinated debentures

 

 

9,371

 

 

 

9,371

 

 

 

 

 

 

9,371

 

 

 

 

Contractual obligations

 

 

2,831

 

 

 

2,831

 

 

 

 

 

 

2,831

 

 

 

 

Interest payable

 

 

558

 

 

 

558

 

 

 

 

 

 

558

 

 

 

 

Derivative liabilities

 

 

1,098

 

 

 

1,098

 

 

 

 

 

 

1,098

 

 

 

 

Cash collateral held by derivative counterparty

 

 

(1,098

)

 

 

(1,098

)

 

 

(1,098

)

 

 

 

 

 

 

Total derivative liabilities

 

 

 

 

 

 

 

 

(1,098

)

 

 

1,098

 

 

 

 

Total liabilities

 

$

1,379,957

 

 

$

1,386,808

 

 

$

(1,098

)

 

$

1,387,906

 

 

$

 

30


 

 

 

December 31, 2015

 

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

56,829

 

 

$

56,829

 

 

$

56,829

 

 

$

 

 

$

 

Interest bearing deposits

 

 

5,245

 

 

 

5,245

 

 

 

 

 

 

5,245

 

 

 

 

Available-for-sale securities

 

 

130,810

 

 

 

130,810

 

 

 

 

 

 

130,810

 

 

 

 

Held-to-maturity securities

 

 

310,539

 

 

 

312,802

 

 

 

 

 

 

312,802

 

 

 

 

Loans held for sale

 

 

3,504

 

 

 

3,504

 

 

 

 

 

 

3,504

 

 

 

 

Loans, net of allowance for loan losses

 

 

954,849

 

 

 

957,039

 

 

 

 

 

 

 

 

 

957,039

 

Federal Reserve Bank and Federal Home

   Loan Bank stock

 

 

11,013

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Interest receivable

 

 

4,540

 

 

 

4,540

 

 

 

 

 

 

4,540

 

 

 

 

Derivative assets

 

 

2

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

Cash collateral held by derivative counterparty

 

 

24

 

 

 

24

 

 

 

24

 

 

 

 

 

 

 

Total derivative assets

 

 

26

 

 

 

26

 

 

 

24

 

 

 

2

 

 

 

 

Total assets

 

$

1,477,355

 

 

$

1,470,795

 

 

$

56,853

 

 

$

456,903

 

 

$

957,039

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,215,914

 

 

$

1,220,657

 

 

$

 

 

$

1,220,657

 

 

$

 

Federal funds purchased and retail

   repurchase agreements

 

 

20,762

 

 

 

20,762

 

 

 

 

 

 

20,762

 

 

 

 

Federal Home Loan Bank advances

 

 

145,439

 

 

 

145,439

 

 

 

 

 

 

145,439

 

 

 

 

Bank stock loan

 

 

18,612

 

 

 

18,612

 

 

 

 

 

 

18,612

 

 

 

 

Subordinated debentures

 

 

9,251

 

 

 

9,251

 

 

 

 

 

 

9,251

 

 

 

 

Contractual obligations

 

 

3,093

 

 

 

3,093

 

 

 

 

 

 

3,093

 

 

 

 

Interest payable

 

 

737

 

 

 

737

 

 

 

 

 

 

737

 

 

 

 

Derivative liabilities

 

 

246

 

 

 

246

 

 

 

 

 

 

246

 

 

 

 

Cash collateral held by derivative counterparty

 

 

(246

)

 

 

(246

)

 

 

(246

)

 

 

 

 

 

 

Total derivative liabilities

 

 

 

 

 

 

 

 

(246

)

 

 

246

 

 

 

 

Total liabilities

 

$

1,413,808

 

 

$

1,418,551

 

 

$

(246

)

 

$

1,418,797

 

 

$

 

 

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and cash equivalents and interest-bearing deposits: The carrying amounts of cash and short-term instruments approximate fair values.

Held-to-maturity securities: The fair value of held-to-maturity securities are determined in a manner consistent with available-for-sale securities which has been previously discussed.

Loans held for sale: The fair values of loans held for sale are based on quoted market prices for loans with similar characteristics.

Loans: Fair values of variable rate loans that reprice frequently and with no significant change in credit risk are based on carrying values.  Fair values of other loans are estimated using discounted cash flows analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Federal Reserve Bank and Federal Home Loan Bank stock: It is not practical to determine the fair value of Federal Reserve Bank and Federal Home Loan Bank stock due to restrictions placed on its transferability.

Interest receivable and interest payable: The carrying amounts of accrued interest receivable and payable approximate their fair values.

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount).  The carrying amount of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date.  Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered.

31


Federal funds purchased and retail repurchase agreements: Federal funds purchased and retail repurchase agreements mature daily and may be terminated at any time.  The carrying amounts of these financial instruments approximate their fair values.

Federal Home Loan Bank Advances: The carrying amounts of draws against the Company’s line of credit at the Federal Home Loan Bank approximate their fair values.  The fair values of fixed rate term advances are determined using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements.

Bank stock loan: The fair value of the bank stock loan was estimated using a discounted cash flow analysis based on current borrowing rates for similar types of borrowing arrangements.

Subordinated debentures: Subordinated debentures are carried at the outstanding principal balance less an unamortized fair value adjustment from the date of assumption. The outstanding principal balance, net of this adjustment, approximates their fair value.

Contractual obligations: The carrying value of contractual obligations approximates their fair value.

The fair value of off-balance-sheet items is not considered material.

 

 

NOTE 10 – COMMITMENTS AND CREDIT RISK

The Company extends credit for commercial real estate mortgages, residential mortgages, working capital financing and loans to businesses and consumers.

Commitments to Originate Loans and Available Lines of Credit: Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements.  Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate, and residential real estate.  Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.

The contractual amounts of commitments to originate loans and available lines of credit as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Fixed

Rate

 

 

Variable

Rate

 

 

Fixed

Rate

 

 

Variable

Rate

 

Commitments to make loans

 

$

27,581

 

 

$

56,792

 

 

$

30,261

 

 

$

55,694

 

Mortgage loans in the process of origination

 

 

11,071

 

 

 

2,783

 

 

 

5,116

 

 

 

1,941

 

Unused lines of credit

 

 

40,969

 

 

 

70,466

 

 

 

44,392

 

 

 

55,769

 

 

The fixed rate loan commitments have interest rates ranging from 2.15% to 8.50% and maturities ranging from 4 months to 60 months.

Standby Letters of Credit: Standby letters of credit are irrevocable commitments issued by the Company to guarantee the performance of a customer to a third party once specified pre-conditions are met.  Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.  Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The contractual amounts of standby letters of credit as of June 30, 2016 and December 31, 2015 were as follows:

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Fixed

Rate

 

 

Variable

Rate

 

 

Fixed

Rate

 

 

Variable

Rate

 

Standby letters of credit

 

$

4,286

 

 

$

551

 

 

$

3,588

 

 

$

1,253

 

 

 

32


NOTE 11 – LEGAL MATTERS

The Company is party to various matters of litigation in the ordinary course of business.  The Company periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition or results of operations or cash flows. A loss contingency is recorded when the outcome is probable and reasonably able to be estimated.  The following loss contingency has been identified by the Company as reasonably possible to result in an unfavorable outcome for the Company or the Bank.

Equity Bank is a party to a February 3, 2015 lawsuit filed against it by CitiMortgage, Inc.  The lawsuit involves an alleged breach of contract related to loan repurchase obligations and damages of $2,700 plus pre-judgment and post-judgment interest.  At this stage of the litigation it is difficult to estimate any potential loss, however Equity Bank believes it has numerous and meritorious defenses to the claims and anticipates contesting the matter vigorously.  The Company currently does not believe that it is probable that this legal matter will result in an unfavorable outcome for the Company or Equity Bank.

Except for the above mentioned lawsuit, there are no other outstanding claims for potential repurchase or indemnification demands regarding mortgage loans originated by Equity Bank and sold to investors.  However, the Company believes there is possible risk it may face similar demands based on comparable demands loan aggregators are facing from their investors, including Government Sponsored Entities such as Freddie Mac and Fannie Mae, and or settlement agreements loan aggregators have entered into with those investors.  The amount of potential loss and outcome of such possible litigation, if it were commenced, is uncertain and the Company would vigorously contest any claims.

 

 

NOTE 12 – SUBSEQUENT EVENTS

 

On July 14, 2016, the Company entered into a definitive reorganization agreement pursuant to which it will acquire Community First Bancshares, Inc. (CFBI) through the merger of CFBI with and into the Company, with the Company surviving the merger.  CFBI is the holding company of Community First Bank, which has five branch locations in Arkansas: Harrison (2), Berryville, Eureka Springs, and Pea Ridge.  The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions, including the receipt of regulatory approval and the approvals of the Company’s and CFBI’s stockholders.  

 

 

33


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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K filed with the SEC on March 17, 2016 and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A: Risk Factors” included in the Annual Report on Form 10-K and in Item 1A of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:

 

·

Overview – a general description of our business and financial highlights;

 

·

Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;

 

·

Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;

 

·

Financial Condition – an analysis of our financial position;

 

·

Liquidity and Capital Resources – an analysis of our cash flows and capital position; and

 

·

Non-GAAP Financial Measures – a reconciliation of non-GAAP measures.

Overview

We are a bank holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 29 full service branches located in Kansas and Missouri.  As of June 30, 2016, we had consolidated total assets of $1.54 billion, total loans held for investment of $974.1 million (net of allowances), total deposits of $1.20 billion and total stockholders’ equity of $158.2 million.  During the three-month periods ended June 30, 2016 and June 30, 2015, net income was $2.8 million and $2.6 million and for the six-month periods ended June 30, 2016 and June 30, 2015, net income was $6.3 million and $5.0 million.

34


Selected Financial Data for the periods indicated (dollars in thousands, except per share amounts):

 

 

 

June 30,

2016

 

 

March 31,

2016

 

 

December 31,

2015

 

 

September 30,

2015

 

 

June 30,

2015

 

Statement of Income Data (for the quarterly period ended)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

$

14,380

 

 

$

14,862

 

 

$

14,430

 

 

$

13,199

 

 

$

12,967

 

Interest expense

 

 

2,186

 

 

 

2,104

 

 

 

2,117

 

 

 

1,749

 

 

 

1,501

 

Net interest income

 

 

12,194

 

 

 

12,758

 

 

 

12,313

 

 

 

11,450

 

 

 

11,466

 

Provision for loan losses

 

 

532

 

 

 

723

 

 

 

1,180

 

 

 

537

 

 

 

605

 

Net gain on acquisition

 

 

 

 

 

 

 

 

682

 

 

 

 

 

 

 

Net gain from securities transactions

 

 

59

 

 

 

420

 

 

 

386

 

 

 

 

 

 

2

 

Other non-interest income

 

 

2,393

 

 

 

2,278

 

 

 

2,257

 

 

 

2,032

 

 

 

2,046

 

Merger expenses

 

 

 

 

 

 

 

 

1,614

 

 

 

77

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

 

Other non-interest expense

 

 

9,941

 

 

 

9,631

 

 

 

10,050

 

 

 

8,789

 

 

 

9,027

 

Income before income taxes

 

 

4,173

 

 

 

5,044

 

 

 

2,794

 

 

 

4,079

 

 

 

3,882

 

Provision for income taxes

 

 

1,327

 

 

 

1,604

 

 

 

240

 

 

 

1,343

 

 

 

1,313

 

Net income

 

 

2,846

 

 

 

3,440

 

 

 

2,554

 

 

 

2,736

 

 

 

2,569

 

Dividends and discount accretion on preferred stock

 

 

 

 

 

(1

)

 

 

(48

)

 

 

(43

)

 

 

(43

)

Net income allocable to common stockholders

 

 

2,846

 

 

 

3,439

 

 

 

2,506

 

 

 

2,693

 

 

 

2,526

 

Basic earnings per share

 

$

0.35

 

 

$

0.42

 

 

$

0.35

 

 

$

0.43

 

 

$

0.40

 

Diluted earnings per share

 

$

0.34

 

 

$

0.41

 

 

$

0.34

 

 

$

0.43

 

 

$

0.40

 

Balance Sheet Data (at period end)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

46,202

 

 

$

44,586

 

 

$

56,829

 

 

$

23,193

 

 

$

19,626

 

Available-for-sale securities

 

 

74,976

 

 

 

113,821

 

 

 

130,810

 

 

 

109,906

 

 

 

72,103

 

Held-to-maturity securities

 

 

317,509

 

 

 

301,931

 

 

 

310,539

 

 

 

303,695

 

 

 

306,100

 

Loans held for sale

 

 

4,002

 

 

 

3,200

 

 

 

3,504

 

 

 

1,948

 

 

 

2,251

 

Gross loans held for investment

 

 

980,110

 

 

 

938,055

 

 

 

960,355

 

 

 

855,676

 

 

 

834,740

 

Allowance for loan losses

 

 

6,030

 

 

 

5,980

 

 

 

5,506

 

 

 

5,038

 

 

 

5,643

 

Loans held for investment, net of allowance for loan losses

 

 

974,080

 

 

 

932,075

 

 

 

954,849

 

 

 

850,638

 

 

 

829,097

 

Goodwill and core deposit intangibles, net

 

 

19,506

 

 

 

19,592

 

 

 

19,679

 

 

 

19,056

 

 

 

19,116

 

Mortgage servicing asset

 

 

26

 

 

 

28

 

 

 

29

 

 

 

 

 

 

 

Total assets

 

 

1,544,857

 

 

 

1,528,729

 

 

 

1,585,727

 

 

 

1,413,355

 

 

 

1,350,719

 

Total deposits

 

 

1,196,767

 

 

 

1,234,165

 

 

 

1,215,914

 

 

 

1,027,650

 

 

 

1,003,919

 

Borrowings

 

 

179,801

 

 

 

130,651

 

 

 

194,064

 

 

 

241,254

 

 

 

214,566

 

Total liabilities

 

 

1,386,669

 

 

 

1,373,637

 

 

 

1,418,494

 

 

 

1,287,301

 

 

 

1,228,971

 

Total stockholders’ equity

 

 

158,188

 

 

 

155,092

 

 

 

167,233

 

 

 

126,054

 

 

 

121,748

 

Tangible common equity*

 

 

138,656

 

 

 

135,472

 

 

 

131,153

 

 

 

90,633

 

 

 

86,269

 

Performance ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (ROAA) annualized

 

 

0.69

%

 

 

0.83

%

 

 

0.63

%

 

 

0.77

%

 

 

0.80

%

Return on average equity (ROAE) annualized

 

 

7.32

%

 

 

8.99

%

 

 

7.23

%

 

 

8.78

%

 

 

8.58

%

Return on average tangible common equity (ROATCE)

   annualized*

 

 

8.64

%

 

 

10.55

%

 

 

9.18

%

 

 

12.26

%

 

 

12.02

%

Yield on loans annualized

 

 

4.89

%

 

 

5.04

%

 

 

4.95

%

 

 

5.11

%

 

 

5.58

%

Cost of interest-bearing deposits annualized

 

 

0.64

%

 

 

0.61

%

 

 

0.61

%

 

 

0.57

%

 

 

0.52

%

Net interest margin annualized

 

 

3.18

%

 

 

3.33

%

 

 

3.26

%

 

 

3.48

%

 

 

3.89

%

Efficiency ratio*

 

 

68.15

%

 

 

64.05

%

 

 

68.98

%

 

 

65.19

%

 

 

66.81

%

Non-interest income / average assets annualized

 

 

0.60

%

 

 

0.65

%

 

 

0.82

%

 

 

0.57

%

 

 

0.64

%

Non-interest expense / average assets annualized

 

 

2.42

%

 

 

2.35

%

 

 

2.87

%

 

 

2.49

%

 

 

2.82

%

Capital Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Leverage Ratio

 

 

9.32

%

 

 

9.10

%

 

 

9.47

%

 

 

7.94

%

 

 

8.44

%

Common Equity Tier 1 Capital Ratio

 

 

13.04

%

 

 

13.13

%

 

 

12.35

%

 

 

9.44

%

 

 

9.47

%

Tier 1 Risk Based Capital Ratio

 

 

13.90

%

 

 

14.01

%

 

 

13.85

%

 

 

11.08

%

 

 

11.17

%

Total Risk Based Capital Ratio

 

 

14.45

%

 

 

14.57

%

 

 

14.35

%

 

 

11.58

%

 

 

11.76

%

Equity / Assets

 

 

10.24

%

 

 

10.15

%

 

 

10.55

%

 

 

8.92

%

 

 

9.01

%

Tangible common equity to tangible assets*

 

 

9.09

%

 

 

8.98

%

 

 

8.37

%

 

 

6.50

%

 

 

6.48

%

Book value per share

 

$

19.25

 

 

$

18.89

 

 

$

18.37

 

 

$

17.49

 

 

$

16.81

 

Tangible common book value per share*

 

$

16.87

 

 

$

16.50

 

 

$

15.97

 

 

$

14.45

 

 

$

13.76

 

Tangible common book value per diluted share*

 

$

16.64

 

 

$

16.29

 

 

$

15.74

 

 

$

14.39

 

 

$

13.72

 

 

* The value noted is considered a Non-GAAP financial measure.  For a reconciliation of Non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.

35


Critical Accounting Policies

Our significant accounting policies are integral to understanding the results reported.  Our accounting policies are described in detail in Note 1 to the December 31, 2015 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 17, 2016.  We believe that of our significant accounting policies, the following may involve a higher degree of judgement and complexity.  We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgements and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgements and assumptions, are critical to an understanding of our financial condition and results of operations.  We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate.

Business Combinations: We apply the acquisition method of accounting for business combinations.  Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values.  We use valuation techniques appropriate for the asset or liability being measured in determining these fair values.  Any excess of the purchase price over amounts allocated to assets acquired, including identified intangible assets and liabilities assumed is recorded as goodwill.  Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized.  Acquisition-related costs are expensed as incurred.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of previous charge-offs and an allowance for loan losses, and for purchased loans, net of unamortized purchase premiums and discounts.  Interest income is accrued on the unpaid principal balance.

Purchased Credit Impaired Loans: As a part of acquisitions, we acquired certain loans for which there was, at acquisition, evidence of deterioration of credit quality since origination.  These purchased credit impaired loans were recorded at the amount paid, such that there is no carryover of the seller’s allowance for loan losses.  After acquisition, losses are recognized by an increase in the allowance for loan losses. Such purchased credit impaired loans are accounted for individually.  We estimate the amount and timing of expected cash flows for each loan, and the expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loan (accretable yield).  The excess of the loan’s contractual principal and interest over expected cash flows is not recorded (non-accretable difference). Over the life of the loan, expected cash flows continue to be estimated.  If the present value of the expected cash flows is less than the carrying amount, a loss is recorded.  If the present value of the expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Nonaccrual Loans: Generally, loans are designated as nonaccrual when either principal or interest payments are 90 days or more past due based on contractual terms unless the loan is well secured and in the process of collection.  Consumer loans are typically charged off no later than 180 days past due.  In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.  When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed against income.  Future interest income may be recorded on a cash basis after recovery of principal is reasonably assured.  Nonaccrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Impaired Loans: A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all contractual principal and interest due according to the terms of the loan agreement.  All loans are individually evaluated for impairment.  Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or on the value of the underlying collateral if the loan is collateral dependent.  We evaluate the collectability of both principal and interest when assessing the need for a loss accrual.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Troubled Debt Restructurings: In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan and classified as impaired.  Generally, a nonaccrual loan that is a troubled debt restructuring remains on nonaccrual until such time that repayment of the remaining principal and interest is not in doubt, and the borrower has a period of satisfactory repayment performance.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the collectability of a loan balance is unlikely.  Subsequent recoveries, if any, are credited to the allowance.  Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values,

36


economic conditions, and other factors.  A loan review process, independent of the loan approval process, is utilized by management to verify loans are being made and administered in accordance with company policy, to review loan risk grades and potential losses, to verify that potential problem loans are receiving adequate and timely corrective measures to avoid or reduce losses, and to assist in the verification of the adequacy of the loan loss reserve.  Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific and general components.  The specific component relates to loans that are individually classified as impaired. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the sale of the collateral.  Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception.  If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral.  For troubled debt restructurings that subsequently default, we determine the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component of the allowance for loan losses covers non-impaired loans and is based on historical loss experience adjusted for current factors.  The historical loss experience is determined by portfolio and class and is based on the actual loss history experienced by us.  This actual loss experience is then adjusted by comparing current conditions to the conditions that existed during the loss history.  We consider the changes related to (i) lending policies, (ii) economic conditions, (iii) nature and volume of the loan portfolio and class, (iv) lending staff, (v) volume and severity of past due, non-accrual, and risk graded loans, (vi) loan review system, (vii) value of underlying collateral for collateral dependent loans, (viii) concentration levels, and (ix) effects of other external factors.

Goodwill and Core Deposit Intangibles: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Core deposit intangibles are acquired customer relationships arising from whole bank and branch acquisitions.  Core deposit intangibles are initially measured at fair value and then are amortized over their estimated useful lives using an accelerated method.  The useful lives of the core deposits are estimated to generally be between seven and ten years.  Goodwill and core deposit intangibles are assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified.  We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life.

Fair Value: Fair values of assets and liabilities are estimated using relevant market information and other assumptions.  Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, collateral values and other factors, especially in the absence of broad markets for particular assets and liabilities.  Changes in assumptions or in market conditions could materially affect the estimates.

Emerging Growth Company: Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies.  We have irrevocably elected to adopt new accounting standards within the public company adoption period.

We may take advantage of some of the reduced regulatory and reporting requirements that are available to us so long as the Company qualifies as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC on March 17, 2016.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income.  We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.  On October 9, 2015, we completed our acquisition of First Independence Corporation and its subsidiary, First Federal Savings & Loan of Independence, Kansas, collectively referred to as “First Independence”.  The acquisition of First Independence added four branch locations in southeast Kansas.  Results of operations of First Independence were included in our financial results beginning October 10, 2015.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest

37


drivers of periodic change in net interest income.  Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets.  Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Kansas and Missouri, as well as developments affecting the commercial, consumer and real estate sectors within these markets.

Net Income

Three months ended June 30, 2016 compared with three months ended June 30, 2015:

Net income for the three months ended June 30, 2016 was $2.8 million as compared to net income of $2.6 million for the three months ended June 30, 2015.  Net income allocable to common stockholders also was $2.8 million for the three months ended June 30, 2016, compared to $2.5 million for the three months ended June 30, 2015, an increase of $320 thousand, or 12.7%.  On January 4, 2016, we redeemed the Series C preferred stock initially issued to the U.S. Treasury in 2011 as part of the Small Business Lending Fund.  During 2015, the Series C preferred stock paid dividends at a rate of 1.0% on the $16.4 million outstanding.  Net income allocable to common stock holders for the second quarter of 2016 increased $43 thousand due to redemption of the preferred stock.  Also, during the three-month period ended June 30, 2016, increases in net interest income of $728 thousand and non-interest income of $404 thousand were partially offset by an increase in non-interest expense of $917 thousand when compared to the three-month period ended June 30, 2015.  The changes in the components of net income are discussed in more detail in the following sections of “Results of Operations.”

Six months ended June 30, 2016 compared with six months ended June 30, 2015:

Net income for the six months ended June 30, 2016 was $6.3 million as compared to net income of $5.0 million for the six months ended June 30, 2015.  Net income allocable to common stockholders also was $6.3 million for the six months ended June 30, 2016, compared to $4.9 million for the six months ended June 30, 2015, an increase of $1.4 million, or 27.6%.  On January 4, 2016, we redeemed the Series C preferred stock initially issued to the U.S. Treasury in 2011 as part of the Small Business Lending Fund.  During 2015, the Series C preferred stock paid dividends at a rate of 1.0% on the $16.4 million outstanding.  Net income allocable to common stock holders for the first six months of 2016 increased $85 thousand due to redemption of the preferred stock.  Also, during the six-month period ended June 30, 2016, increases in net interest income of $2.4 million and non-interest income of $705 thousand were partially offset by an increase in non-interest expense of $1.6 million when compared to the six-month period ended June 30, 2015.  The changes in the components of net income are discussed in more detail in the following sections of “Results of Operations.”

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds.  To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin.  Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities.  Net interest margin is calculated as net interest income divided by average interest-earning assets.  Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds.  Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”

38


Three months ended June 30, 2016 compared with three months ended June 30, 2015: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the three-month periods ended June 30, 2016 and 2015.  The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

 

 

 

For the Three Months Ended June 30,

 

 

 

2016

 

 

2015

 

(Dollars in thousands)

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate(3)(4)

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate(3)(4)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)

 

$

950,243

 

 

$

11,551

 

 

 

4.89

%

 

$

772,215

 

 

$

10,737

 

 

 

5.58

%

Taxable securities

 

 

362,724

 

 

 

1,987

 

 

 

2.20

%

 

 

332,251

 

 

 

1,796

 

 

 

2.17

%

Nontaxable securities

 

 

49,371

 

 

 

332

 

 

 

2.71

%

 

 

44,454

 

 

 

265

 

 

 

2.39

%

Federal funds sold and other

 

 

179,067

 

 

 

510

 

 

 

1.15

%

 

 

32,973

 

 

 

169

 

 

 

2.06

%

Total interest-earning assets

 

 

1,541,405

 

 

$

14,380

 

 

 

3.75

%

 

 

1,181,893

 

 

$

12,967

 

 

 

4.40

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net

 

 

6,069

 

 

 

 

 

 

 

 

 

 

 

5,907

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

38,861

 

 

 

 

 

 

 

 

 

 

 

36,730

 

 

 

 

 

 

 

 

 

Bank owned life insurance

 

 

32,890

 

 

 

 

 

 

 

 

 

 

 

29,044

 

 

 

 

 

 

 

 

 

Goodwill and core deposit intangible, net

 

 

19,570

 

 

 

 

 

 

 

 

 

 

 

19,143

 

 

 

 

 

 

 

 

 

Other non-interest-earning assets

 

 

16,522

 

 

 

 

 

 

 

 

 

 

 

12,388

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,655,317

 

 

 

 

 

 

 

 

 

 

$

1,285,105

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

295,516

 

 

$

198

 

 

 

0.27

%

 

$

258,913

 

 

$

160

 

 

 

0.25

%

Savings and money market

 

 

313,545

 

 

 

323

 

 

 

0.41

%

 

 

244,407

 

 

 

202

 

 

 

0.33

%

Savings, NOW and money market

 

 

609,061

 

 

 

521

 

 

 

0.34

%

 

 

503,320

 

 

 

362

 

 

 

0.29

%

Certificates of deposit

 

 

436,723

 

 

 

1,149

 

 

 

1.06

%

 

 

340,981

 

 

 

728

 

 

 

0.86

%

Total interest-bearing deposits

 

 

1,045,784

 

 

 

1,670

 

 

 

0.64

%

 

 

844,301

 

 

 

1,090

 

 

 

0.52

%

FHLB term and line of credit advances

 

 

253,067

 

 

 

345

 

 

 

0.55

%

 

 

133,103

 

 

 

88

 

 

 

0.26

%

Bank stock loan

 

 

 

 

 

 

 

 

0.00

%

 

 

14,498

 

 

 

149

 

 

 

4.11

%

Subordinated borrowings

 

 

9,334

 

 

 

157

 

 

 

6.74

%

 

 

9,062

 

 

 

160

 

 

 

7.08

%

Other borrowings

 

 

22,230

 

 

 

14

 

 

 

0.24

%

 

 

25,301

 

 

 

14

 

 

 

0.24

%

Total interest-bearing liabilities

 

 

1,330,415

 

 

$

2,186

 

 

 

0.66

%

 

 

1,026,265

 

 

$

1,501

 

 

 

0.59

%

Non-interest-bearing liabilities and

   stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing checking accounts

 

 

159,077

 

 

 

 

 

 

 

 

 

 

 

132,270

 

 

 

 

 

 

 

 

 

Non-interest-bearing liabilities

 

 

9,422

 

 

 

 

 

 

 

 

 

 

 

6,504

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

156,403

 

 

 

 

 

 

 

 

 

 

 

120,066

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,655,317

 

 

 

 

 

 

 

 

 

 

$

1,285,105

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

12,194

 

 

 

 

 

 

 

 

 

 

$

11,466

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

3.09

%

 

 

 

 

 

 

 

 

 

 

3.81

%

Net interest margin(2)

 

 

 

 

 

 

 

 

 

 

3.18

%

 

 

 

 

 

 

 

 

 

 

3.89

%

Total cost of deposits, including non-interest

   bearing deposits

 

$

1,204,861

 

 

$

1,670

 

 

 

0.56

%

 

$

976,571

 

 

$

1,090

 

 

 

0.45

%

Average interest-earning assets to

   interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

115.86

%

 

 

 

 

 

 

 

 

 

 

115.16

%

 

(1)

Average loan balances include nonaccrual loans.

(2)

Net interest margin is calculated by dividing annualized net interest income by average interest-earnings assets for the period.

(3)

Tax exempt income is not included in the above table on a tax equivalent basis.

(4)

Actual unrounded values are used to calculate the reported yield or rate disclosed.  Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

39


Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates.  The following table analyzes the change in volume variances and yield/rate variances for the three-month periods ended June 30, 2016 and 2015.

Analysis of Changes in Net Interest Income

For the Three Months Ended June 30, 2016 and 2015

 

 

 

Increase (Decrease) Due to:

 

 

Total

Increase /

 

(Dollars in thousands)

 

Volume(1)

 

 

Yield/Rate(1)

 

 

(Decrease)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

2,274

 

 

$

(1,460

)

 

$

814

 

Taxable securities

 

 

167

 

 

 

24

 

 

 

191

 

Nontaxable securities

 

 

31

 

 

 

36

 

 

 

67

 

Federal funds sold and other

 

 

447

 

 

 

(106

)

 

 

341

 

Total interest-earning assets

 

$

2,919

 

 

$

(1,506

)

 

$

1,413

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market

 

$

89

 

 

$

70

 

 

$

159

 

Certificates of deposit

 

 

230

 

 

 

191

 

 

 

421

 

Total interest-bearing deposits

 

 

319

 

 

 

261

 

 

 

580

 

FHLB term and line of credit advances

 

 

117

 

 

 

140

 

 

 

257

 

Bank stock loan

 

 

(149

)

 

 

 

 

 

(149

)

Subordinated borrowings

 

 

5

 

 

 

(8

)

 

 

(3

)

Other borrowings

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

$

292

 

 

$

393

 

 

$

685

 

Net Interest Income

 

$

2,627

 

 

$

(1,899

)

 

$

728

 

 

(1)

The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume.  The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Net interest income before the provision for loan losses for the three months ended June 30, 2016 was $12.2 million compared with $11.5 million for the three months ended June 30, 2015, an increase of $728 thousand, or 6.4%.  Interest income for the three months ended June 30, 2016 was $14.4 million, an increase of $1.4 million, or 10.9%, from $13.0 million for the three months ended June 30, 2015.  Interest income increased primarily due to an increase in the average volume of interest-earning assets due in large part to growth in loan balances during the period.  Interest expense for the three months ended June 30, 2016 was $2.2 million, an increase of $685 thousand, or 45.6%, from $1.5 million for the three months ended June 30, 2015.  The increase in interest expense was primarily due to an increase in the average rate paid on interest-bearing liabilities.

Interest income on loans, including loan fees which consist of fees for loan origination, renewal, prepayment, covenant breakage and loan modification, was $11.6 million for the three months ended June 30, 2016, an increase of $814 thousand, or 7.6%, compared with the three months ended June 30, 2015.  This increase was due to an increase in average loans, partially offset by a decrease in the average yield on the loan portfolio.  The increase in average loan volume was primarily from increases in average loan volume of $119.1 million in mortgage loans, $26.5 million in commercial real estate loans, $21.8 million in commercial and industrial loans, $9.0 million in consumer loans and $1.7 million in average loan volume of agricultural loans.  The average yield on loans was 4.89% for the three months ended June 30, 2016 and 5.58% for the three months ended June 30, 2015.  The average yield on loans excluding loan fees was 4.64% for the three months ended June 30, 2016 and 5.10% for the three months ended June 30, 2015.  The decrease in yield excluding loan fees was primarily due to decreases in average yields on commercial loans, mortgage loans and agricultural loans.  The decrease in yield on commercial loans was the result of loan growth in a lower interest rate environment and the payoff of older higher yielding loans.  The decrease in the yield on mortgage loans is due to the pay down of higher-rate older loans and origination and purchase of new loans in a low interest rate environment.  The decrease in yield on agricultural loans was the result of pay downs of higher-rate, higher-credit-risk loans.  Interest income on all securities was $2.3 million for the quarter ended June 30, 2016, an increase of $258 thousand when compared to the quarter ended June 30, 2015.  The increase was due to the increase in average total securities of $35.4 million and a seven basis point increase in the average yield on the securities portfolio.  The increase in the average volume of securities was due to the purchase of additional mortgage-backed securities and municipal securities.

40


Interest expense was $2.2 million for the three months ended June 30, 2016, an increase of $685 thousand over interest expense of $1.5 million for the three months ended June 30, 2015.  The change in interest expense was primarily due to an increase of $304.2 million in the average volume of interest-bearing liabilities.  Average savings, NOW and money market deposits increased $105.7 million for the three months ended June 30, 2016 when compared to the three months ended June 30, 2015, and the average rate on these interest-bearing deposits increased from 0.29% to 0.34% for the same periods.  The average balance increase in interest-bearing deposits is the result of actively managing deposits as a funding vehicle and expansion of our customer base.  The increase in rate on interest-bearing deposits is the result of actively managing the rates on this funding source to remain competitive in the market place.  Average certificates of deposit increased $95.7 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015, and the average rate increased from 0.86% to 1.06% for the same period.  The increase in interest expense on certificates of deposit was primarily due to the increase in longer term higher rate certificates of deposits.  In February 2015, we prepaid older higher cost FHLB term advances and began using the FHLB line of credit advance option, which is pre-payable without a fee and resulted in a much lower funding cost.  In January 2016, we repaid our bank stock loan using $18.6 million of the proceeds from the 2015 IPO.  Total cost of funds increased seven basis points to 0.66% for the three months ended June 30, 2016 from 0.59% for the three months ended June 30, 2015.

Net interest margin was 3.18% for the three months ended June 30, 2016, a decrease of 71 basis points when compared with net interest margin of 3.89% for the three months ended June 30, 2015.  The decline in our net interest margin for the three months ended June 30, 2016 is primarily due to the decrease in overall yield on interest-earnings assets and the continued utilization of an existing “leverage” or “spread” opportunity.  The decrease in yield on interest-earning assets is primarily due to growth in a continually low interest rate environment and the pay down of older higher yielding assets.  The spread opportunity involves borrowing overnight on our line of credit with the FHLB and investing the proceeds in FHLB stock, federal funds sold and other overnight assets, such as money market accounts in other financial institutions, resulting in a positive spread of approximately 43 basis points.  We utilize the spread opportunity to generate additional income.  We can reduce or terminate the spread opportunity each business day and we do not presently anticipate that this opportunity would be part of our core earnings stream or strategy.  Our net interest margin without the spread opportunity would have been approximately 3.48% for the three months ended June 30, 2016.  The spread opportunity did not begin until late June of 2015 and would have only a minimal impacted to the net interest margin reported for the three months ended June 30, 2015.  These changes, including the spread opportunity, resulted in an increase in net interest income of $728 thousand, an increase in average interest-earning assets of $370.2 million and a decrease in net interest margin of 71 basis points when comparing the three-month periods ended June 30, 2016 and 2015.

41


Six months ended June 30, 2016 compared with six months ended June 30, 2015: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the six-month periods ended June 30, 2016 and 2015.  The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

(Dollars in thousands)

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate(3)(4)

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate(3)(4)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)

 

$

947,305

 

 

$

23,392

 

 

 

4.97

%

 

$

755,426

 

 

$

21,149

 

 

 

5.65

%

Taxable securities

 

 

369,565

 

 

 

4,196

 

 

 

2.28

%

 

 

308,983

 

 

 

3,529

 

 

 

2.30

%

Nontaxable securities

 

 

49,200

 

 

 

660

 

 

 

2.70

%

 

 

40,278

 

 

 

455

 

 

 

2.28

%

Federal funds sold and other

 

 

176,031

 

 

 

994

 

 

 

1.14

%

 

 

27,849

 

 

 

266

 

 

 

1.93

%

Total interest-earning assets

 

 

1,542,101

 

 

$

29,242

 

 

 

3.81

%

 

 

1,132,536

 

 

$

25,399

 

 

 

4.52

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net

 

 

5,934

 

 

 

 

 

 

 

 

 

 

 

5,403

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

38,938

 

 

 

 

 

 

 

 

 

 

 

35,261

 

 

 

 

 

 

 

 

 

Bank owned life insurance

 

 

32,766

 

 

 

 

 

 

 

 

 

 

 

28,928

 

 

 

 

 

 

 

 

 

Goodwill and core deposit intangible, net

 

 

19,617

 

 

 

 

 

 

 

 

 

 

 

19,173

 

 

 

 

 

 

 

 

 

Other non-interest-earning assets

 

 

17,130

 

 

 

 

 

 

 

 

 

 

 

13,053

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,656,486

 

 

 

 

 

 

 

 

 

 

$

1,234,354

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

306,284

 

 

$

400

 

 

 

0.26

%

 

$

266,455

 

 

$

332

 

 

 

0.25

%

Savings and money market

 

 

309,766

 

 

 

627

 

 

 

0.41

%

 

 

244,852

 

 

 

381

 

 

 

0.31

%

Savings, NOW and money market

 

 

616,050

 

 

 

1,027

 

 

 

0.34

%

 

 

511,307

 

 

 

713

 

 

 

0.28

%

Certificates of deposit

 

 

437,151

 

 

 

2,250

 

 

 

1.03

%

 

 

339,155

 

 

 

1,413

 

 

 

0.84

%

Total interest-bearing deposits

 

 

1,053,201

 

 

 

3,277

 

 

 

0.63

%

 

 

850,462

 

 

 

2,126

 

 

 

0.50

%

FHLB term and line of credit advances

 

 

251,009

 

 

 

677

 

 

 

0.54

%

 

 

78,519

 

 

 

126

 

 

 

0.32

%

Bank stock loan

 

 

307

 

 

 

 

 

 

0.09

%

 

 

14,694

 

 

 

300

 

 

 

4.11

%

Subordinated borrowings

 

 

9,306

 

 

 

310

 

 

 

6.69

%

 

 

9,024

 

 

 

318

 

 

 

7.11

%

Other borrowings

 

 

21,742

 

 

 

26

 

 

 

0.24

%

 

 

25,721

 

 

 

30

 

 

 

0.24

%

Total interest-bearing liabilities

 

 

1,335,565

 

 

$

4,290

 

 

 

0.65

%

 

 

978,420

 

 

$

2,900

 

 

 

0.60

%

Non-interest-bearing liabilities and

   stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing checking accounts

 

 

156,598

 

 

 

 

 

 

 

 

 

 

 

130,340

 

 

 

 

 

 

 

 

 

Non-interest-bearing liabilities

 

 

9,157

 

 

 

 

 

 

 

 

 

 

 

5,980

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

155,166

 

 

 

 

 

 

 

 

 

 

 

119,614

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,656,486

 

 

 

 

 

 

 

 

 

 

$

1,234,354

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

24,952

 

 

 

 

 

 

 

 

 

 

$

22,499

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

3.16

%

 

 

 

 

 

 

 

 

 

 

3.92

%

Net interest margin(2)

 

 

 

 

 

 

 

 

 

 

3.25

%

 

 

 

 

 

 

 

 

 

 

4.01

%

Total cost of deposits, including non-interest bearing deposits

 

$

1,209,799

 

 

$

3,277

 

 

 

0.54

%

 

$

980,802

 

 

$

2,126

 

 

 

0.44

%

Average interest-earning assets to interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

115.46

%

 

 

 

 

 

 

 

 

 

 

115.75

%

 

(1)

Average loan balances include nonaccrual loans.

(2)

Net interest margin is calculated by dividing annualized net interest income by average interest-earnings assets for the period.

(3)

Tax exempt income is not included in the above table on a tax equivalent basis.

(4)

Actual unrounded values are used to calculate the reported yield or rate disclosed.  Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

42


Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates.  The following table analyzes the change in volume variances and yield/rate variances for the six-month periods ended June 30, 2016 and 2015.

Analysis of Changes in Net Interest Income

For the Six Months Ended June 30, 2016 and 2015

 

 

 

Increase (Decrease) Due to:

 

 

Total

Increase /

 

(Dollars in thousands)

 

Volume(1)

 

 

Yield/Rate(1)

 

 

(Decrease)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

4,939

 

 

$

(2,696

)

 

$

2,243

 

Taxable securities

 

 

688

 

 

 

(21

)

 

 

667

 

Nontaxable securities

 

 

111

 

 

 

94

 

 

 

205

 

Federal funds sold and other

 

 

878

 

 

 

(150

)

 

 

728

 

Total interest-earning assets

 

$

6,616

 

 

$

(2,773

)

 

$

3,843

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market

 

$

167

 

 

$

147

 

 

$

314

 

Certificates of deposit

 

 

461

 

 

 

376

 

 

 

837

 

Total interest-bearing deposits

 

 

628

 

 

 

523

 

 

 

1,151

 

FHLB term and line of credit advances

 

 

420

 

 

 

131

 

 

 

551

 

Bank stock loan

 

 

(150

)

 

 

(150

)

 

 

(300

)

Subordinated borrowings

 

 

10

 

 

 

(18

)

 

 

(8

)

Other borrowings

 

 

(4

)

 

 

 

 

 

(4

)

Total interest-bearing liabilities

 

$

904

 

 

$

486

 

 

$

1,390

 

Net Interest Income

 

$

5,712

 

 

$

(3,259

)

 

$

2,453

 

 

(1)

The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume.  The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Net interest income before the provision for loan losses for the six months ended June 30, 2016 was $25.0 million compared with $22.5 million for the six months ended June 30, 2015, an increase of $2.5 million, or 10.9%.  Interest income for the six months ended June 30, 2016 was $29.2 million, an increase of $3.8 million, or 15.1%, from $25.4 million for the six months ended June 30, 2015.  Interest income increased primarily due to an increase in the average volume of interest-earning assets due in large part to growth in loan balances during the period.  Interest expense for the six months ended June 30, 2016 was $4.3 million, an increase of $1.4 million, or 47.9%, from $2.9 million for the six months ended June 30, 2015.  The increase in interest expense was primarily due to an increase in the average volume of interest-bearing liabilities.

Interest income on loans, including loan fees which consist of fees for loan origination, renewal, prepayment, covenant breakage and loan modification, was $23.4 million for the six months ended June 30, 2016, an increase of $2.2 million, or 10.6%, compared with the six months ended June 30, 2015.  This increase was due to an increase in average loans, partially offset by a decrease in the average yield on the loan portfolio.  The increase in average loan volume was primarily from increases in average loan volume of $128.1 million in mortgage loans, $34.4 million in commercial and industrial loans, $19.9 million in commercial real estate loans, $9.9 million in consumer loans and $334 thousand in average loan volume of agricultural loans.  The average yield on loans was 4.97% for the six months ended June 30, 2016 and 5.65% for the six months ended June 30, 2015.  The average yield on loans excluding loan fees was 4.67% for the six months ended June 30, 2016 and 5.07% for the six months ended June 30, 2015.  The decrease in yield excluding loan fees was primarily due to decreases in average yields on commercial loans, mortgage loans and agricultural loans.  The decrease in yield on commercial loans was the result of loan growth in a lower interest rate environment and the payoff of older higher yielding loans.  The decrease in the yield on mortgage loans is due to the pay down of higher-rate older loans and origination and purchase of new loans in a low interest rate environment.  The decrease in yield on agricultural loans was the result of pay downs of higher-rate, higher-credit-risk loans.  Interest income on all securities was $4.9 million for the six-months ended June 30, 2016, an increase of $872 thousand when compared to the six-months ended June 30, 2015.  The increase was due to the increase in average total securities of $69.5 million and a three basis point increase in the average yield on the securities portfolio.  The increase in the average volume of securities was due to the purchase of additional mortgage-backed securities and municipal securities.

43


Interest expense was $4.3 million for the six months ended June 30, 2016, an increase of $1.4 million over interest expense of $2.9 million for the six months ended June 30, 2015.  The change in interest expense was primarily due to an increase of $357.1 million in the average volume of interest-bearing liabilities.  Average savings, NOW and money market deposits increased $104.7 million for the six months ended June 30, 2016 when compared to the six months ended June 30, 2015, and the average rate on these interest-bearing deposits increased from 0.50% to 0.63% for the same periods.  The average balance increase in interest-bearing deposits is the result of actively managing deposits as a funding vehicle and expansion of our customer base.  The increase in rate on interest-bearing deposits is the result of actively managing the rates on this funding source to remain competitive in the market place.  Average certificates of deposit increased $98.0 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, and the average rate increased from 0.84% to 1.03% for the same period.  The increase in interest expense on certificates of deposit was primarily due to the increase in longer term higher rate certificates of deposits.  In February 2015, we prepaid older higher cost FHLB term advances and began using the FHLB line of credit advance option, which is pre-payable without a fee and resulted in a much lower funding cost.  In January 2016, we repaid our bank stock loan using $18.6 million of the proceeds from the 2015 IPO.  Total cost of funds increased five basis points to 0.65% for the six months ended June 30, 2016 from 0.60% for the three months ended June 30, 2015.

Net interest margin was 3.25% for the six months ended June 30, 2016, a decrease of 76 basis points when compared with net interest margin of 4.01% for the six months ended June 30, 2015.  The decline in our net interest margin for the six months ended June 30, 2016 is primarily due to the decrease in overall yield on interest-earnings assets and the continued utilization of an existing “leverage” or “spread” opportunity.  The decrease in yield on interest-earning assets is primarily due to growth in a continually low interest rate environment and the pay down of older higher yielding assets.  The spread opportunity involves borrowing overnight on our line of credit with the FHLB and investing the proceeds in FHLB stock, federal funds sold and other overnight assets, such as money market accounts in other financial institutions, resulting in a positive spread of approximately 43 basis points.  We utilize the spread opportunity to generate additional income.  We can reduce or terminate the spread opportunity each business day and we do not presently anticipate that this opportunity would be part of our core earnings stream or strategy.  Our net interest margin without the spread opportunity would have been approximately 3.55% for the six months ended June 30, 2016.  The spread opportunity did not begin until late June of 2015 and would have only a minimal impacted to the net interest margin reported for the six months ended June 30, 2015.  These changes, including the spread opportunity, resulted in an increase in net interest income of $2.5 million, an increase in average interest-earning assets of $409.6 million and a decrease in net interest margin of 76 basis points when comparing the six-month periods ended June 30, 2016 and 2015.

Provision for Loan Losses

We maintain an allowance for loan losses for probable incurred credit losses.  The allowance for loan losses is increased by a provision for loan losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely.  Management estimates the allowance balance required using past loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, discounted cash flows, economic conditions, and other factors including regulatory guidance, as described in ”Financial Condition—Allowance for loan losses.”  As these factors change, the amount of the loan loss provision changes.

Three months ended June 30, 2016 compared with three months ended June 30, 2015: The provision for loan losses for the three months ended June 30, 2016 was $532 thousand compared with $605 thousand for the three months ended June 30, 2015.  Net charge-offs for the three months ended June 30, 2016 were $482 thousand compared to net charge-offs of $1.5 million for the three months ended June 30, 2015. For the three months ended June 30, 2016, gross charge-offs were $550 thousand offset by gross recoveries of $68 thousand.  In comparison, gross charge-offs were $1.6 million for the three months ended June 30, 2015 offset by gross recoveries of $34 thousand.

Six months ended June 30, 2016 compared with six months ended June 30, 2015: The provision for loan losses for the six months ended June 30, 2016 was $1.3 million compared with $1.3 million for the six months ended June 30, 2015.  Net charge-offs for the six months ended June 30, 2016 were $731 thousand compared to net charge-offs of $1.7 million for the six months ended June 30, 2015. For the six months ended June 30, 2016, gross charge-offs were $841 thousand offset by gross recoveries of $110 thousand.  In comparison, gross charge-offs were $1.7 million for the six months ended June 30, 2015 offset by gross recoveries of $89 thousand.

Non-Interest Income

The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income, increases in the value of bank owned life insurance, investment referral income, the recovery of zero-basis purchased loans, and net gain from securities transactions.  Non-interest income does not include loan origination or other loan fees which are recognized as an adjustment to yield using the interest method.

44


Three months ended June 30, 2016 compared with three months ended June 30, 2015: The following table provides a comparison of the major components of non-interest income for the three months ended June 30, 2016 and 2015:

Non-Interest Income

For the Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2016 vs. 2015

 

(Dollars in thousands)

 

2016

 

 

2015

 

 

Change

 

 

%

 

Service charges and fees

 

$

807

 

 

$

615

 

 

$

192

 

 

 

31.2

%

Debit card income

 

 

728

 

 

 

540

 

 

 

188

 

 

 

34.8

%

Mortgage banking

 

 

335

 

 

 

375

 

 

 

(40

)

 

 

(10.7

)%

Increase in value of bank owned life insurance

 

 

246

 

 

 

231

 

 

 

15

 

 

 

6.5

%

Investment referral income

 

 

120

 

 

 

136

 

 

 

(16

)

 

 

(11.8

)%

Recovery on zero-basis purchased loans

 

 

15

 

 

 

18

 

 

 

(3

)

 

 

(16.7

)%

Other

 

 

142

 

 

 

131

 

 

 

11

 

 

 

8.4

%

Sub-Total

 

 

2,393

 

 

 

2,046

 

 

 

347

 

 

 

17.0

%

Net gain from securities transactions

 

 

59

 

 

 

2

 

 

 

57

 

 

 

2,850.0

%

Total non-interest income

 

$

2,452

 

 

$

2,048

 

 

$

404

 

 

 

19.7

%

 

For the three months ended June 30, 2016, non-interest income totaled $2.5 million, an increase of $404 thousand, or 19.7%, compared with the three months ended June 30, 2015.  The increase was primarily due to increases in service charges and fees and debit card income, partially offset by decreases in mortgage banking and recovery on zero-basis purchased loans.  Service charges and fees increased $192 thousand from $615 thousand at June 30, 2015 to $807 thousand at June 30, 2016, and debit card income increased $188 thousand for the same period from $540 thousand at June 30, 2015 to $728 thousand at June 30, 2016. Our principal source of service charges and fees is non-sufficient funds charges, which are cyclical in nature and generally fluctuate with the change in volume of transaction deposit accounts and economic conditions impacting our customers. In addition, $163 thousand of the increase in service charges and fees and $151 thousand of the increase in debit card income are attributable to the addition of accounts and higher transaction volumes associated with the First Independence acquisition.

Six months ended June 30, 2016 compared with six months ended June 30, 2015: The following table provides a comparison of the major components of non-interest income for the six months ended June 30, 2016 and 2015:

Non-Interest Income

For the Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2016 vs. 2015

 

(Dollars in thousands)

 

2016

 

 

2015

 

 

Change

 

 

%

 

Service charges and fees

 

$

1,586

 

 

$

1,170

 

 

$

416

 

 

 

35.6

%

Debit card income

 

 

1,405

 

 

 

981

 

 

 

424

 

 

 

43.2

%

Mortgage banking

 

 

577

 

 

 

578

 

 

 

(1

)

 

 

(0.2

)%

Increase in value of bank owned life insurance

 

 

497

 

 

 

466

 

 

 

31

 

 

 

6.7

%

Investment referral income

 

 

243

 

 

 

293

 

 

 

(50

)

 

 

(17.1

)%

Recovery on zero-basis purchased loans

 

 

41

 

 

 

356

 

 

 

(315

)

 

 

(88.5

)%

Other

 

 

322

 

 

 

231

 

 

 

91

 

 

 

39.4

%

Sub-Total

 

 

4,671

 

 

 

4,075

 

 

 

596

 

 

 

14.6

%

Net gain from securities transactions

 

 

479

 

 

 

370

 

 

 

109

 

 

 

29.5

%

Total non-interest income

 

$

5,150

 

 

$

4,445

 

 

$

705

 

 

 

15.9

%

 

For the six months ended June 30, 2016, non-interest income totaled $5.2 million, an increase of $705 thousand, or 15.9%, compared with the six months ended June 30, 2015.  The increase was primarily due to increases in service charges and fees and debit card income, partially offset by a decrease in recovery on zero-basis purchased loans.  In connection with acquisitions, we receive the rights to certain loans that were previously charged off by the acquired bank.  At acquisition, there was no expectation of future cash flows from these previously charged-off loans and thus they were assigned a zero basis.  Subsequent to acquisition, we have received cash payments on such loans.  Timing and receipt of such payments, if any, are not easily predictable.  Service charges and fees increased $416 thousand from $1.2 million at June 30, 2015 to $1.6 million at June 30, 2016, and debit card income increased $424 thousand for the same period from $981 thousand at June 30, 2015 to $1.4 million at June 30, 2016.  Our principal source of service charges and fees is non-sufficient funds charges, which are cyclical in nature and generally fluctuate with the change in volume of

45


transaction deposit accounts and economic conditions impacting our customers.  In addition, $324 thousand of the increase in service charges and fees and $324 thousand of the increase in debit card income are attributable to the addition of accounts and higher transaction volumes associated with the First Independence acquisition.

Non-Interest Expense

Three months ended June 30, 2016 compared with three months ended June 30, 2015: For the three months ended June 30, 2016, non-interest expense totaled $9.9 million, an increase of $914 thousand, or 10.1%, compared with the three months ended June 30, 2015.  The overall increase was primarily due to an increase in salaries and employee benefits of $384 thousand, an increase in data processing of $142 thousand and an increase in professional fees of $127 thousand, partially offset by a decrease in other real estate owned of $114 thousand.  Non-interest expense for the three-month period ended June 30, 2016 includes $430 thousand of incremental operating expenses attributable to the four branch locations acquired with the First Independence acquisition.  These items and other changes in the various components of non-interest expense are discussed in more detail below.

The following table provides a comparison of the major components of non-interest expense for the three months ended June 30, 2016 and 2015.

Non-Interest Expense

For the Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2016 vs. 2015

 

(Dollars in thousands)

 

2016

 

 

2015

 

 

Change

 

 

%

 

Salaries and employee benefits

 

$

5,246

 

 

$

4,862

 

 

$

384

 

 

 

7.9

%

Net occupancy and equipment

 

 

1,068

 

 

 

1,020

 

 

 

48

 

 

 

4.7

%

Data processing

 

 

869

 

 

 

727

 

 

 

142

 

 

 

19.5

%

Professional fees

 

 

568

 

 

 

441

 

 

 

127

 

 

 

28.8

%

Advertising and business development

 

 

330

 

 

 

277

 

 

 

53

 

 

 

19.1

%

Telecommunications

 

 

287

 

 

 

198

 

 

 

89

 

 

 

44.9

%

FDIC insurance

 

 

255

 

 

 

175

 

 

 

80

 

 

 

45.7

%

Courier and postage

 

 

158

 

 

 

126

 

 

 

32

 

 

 

25.4

%

Loan expense

 

 

168

 

 

 

118

 

 

 

50

 

 

 

42.4

%

Amortization of core deposit intangible

 

 

86

 

 

 

61

 

 

 

25

 

 

 

41.0

%

Other real estate owned

 

 

(58

)

 

 

56

 

 

 

(114

)

 

 

(203.6

)%

Other

 

 

964

 

 

 

966

 

 

 

(2

)

 

 

(0.2

)%

Sub-Total

 

 

9,941

 

 

 

9,027

 

 

 

914

 

 

 

10.1

%

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expense

 

$

9,941

 

 

$

9,027

 

 

$

914

 

 

 

10.1

%

 

Salaries and employee benefits: Salaries and benefits were $5.2 million for the three months ended June 30, 2016, as compared to $4.9 million for the three months ended June 30, 2015.  The increase in salaries and benefits of $384 thousand includes approximately $287 thousand attributable to the First Independence acquisition, including $21 thousand associated with our assumption of obligations related to First Independence’s participation in the Pentegra Defined Benefit Plan for Financial Institutions.  Included in salaries and employee benefits is stock based compensation expense of $67 thousand for the three months ended June 30, 2016 and $41 thousand in the comparable period of 2015.  The increase of $26 thousand in stock based compensation is attributable to options granted at December 31, 2015.  The remaining $71 thousand increase in salaries and benefits reflect cost-of-living/merit raises and the addition of lending, customer service and operations staff.

Net occupancy and equipment: Net occupancy and equipment includes expenses related to the use of premises and equipment, such as depreciation, operating lease payments, repairs and maintenance, insurance, property taxes and utilities, and is net of incidental rental income of excess facilities.  Occupancy expenses were $1.1 million for the three months ended June 30, 2016 and $1.0 million for the three months ended June 30, 2015. The purchase of the corporate headquarters building in April 2015 resulted in a decrease in building rent but was offset by an increase in depreciation expense.  In addition, the 2016 expenses include expenses for four branches that were part of the acquisition of First Independence.

Data processing: Data processing expenses were $869 thousand and $727 thousand for the three-month periods ended June 30, 2016 and 2015.  The increase of $142 thousand was principally due to increased debit card processing costs as usage has increased.

46


Professional fees: Professional fees, including regulatory assessments were $568 thousand for the three months ended June 30, 2016 and $441 thousand for the three months ended June 30, 2015.  Included in second-quarter-2016 professional fees was $87 thousand related to a prospective acquisition which did not result in a definitive agreement.   Other increases in professional fees are associated with the reporting requirements of being a public company.

Other real estate owned: Other real estate owned expenses, including provision for unrealized losses were $100 thousand for the three months ended June 30, 2016, offset by gains on the sale of other real estate owned of $158 thousand.  For the three months ended June 30, 2015, other real estate owned expenses, including provision for unrealized losses were $78 thousand, offset by gains on the sale of other real estate owned of $22 thousand.

Other: Other non-interest expenses, which consist of subscriptions; memberships and dues; employee expenses including travel, meals, entertainment and education; supplies; printing; insurance; account related losses; correspondent bank fees; customer program expenses; losses net of gains on the sale of fixed assets and other operating expenses such as settlement of claims, were $964 thousand for the three months ended June 30, 2016 and $966 thousand for the three months ended June 30, 2015.  The $2 thousand decrease in other non-interest expenses was attributable to a settlement of $180 thousand, offset by stock listing and transfer services and investor relations costs associated with being a public company, increased deposit customer program expenses associated with additional deposit customers taking advantage of the benefit of free ATM usage anywhere in the United States, as well as incremental operating costs attributable to the acquired First Independence branches.

Six months ended June 30, 2016 compared with six months ended June 30, 2015: For the six months ended June 30, 2016, non-interest expense totaled $19.6 million, an increase of $1.6 million, or 8.8%, compared with the six months ended June 30, 2015.  The overall increase was primarily due to an increase in salaries and employee benefits of $874 thousand, an increase in data processing of $326 thousand, an increase in FDIC insurance of $162 and an increase in other expense of $160 thousand, partially offset by decreases in loss on debt extinguishment of $258 thousand and other real estate owned of $113 thousand.  Non-interest expense for the six-month period ended June 30, 2016 includes $899 thousand of incremental operating expenses attributable to the four branch locations acquired with the First Independence acquisition.  These items and other changes in the various components of non-interest expense are discussed in more detail below.

The following table provides a comparison of the major components of non-interest expense for the six months ended June 30, 2016 and 2015.

Non-Interest Expense

For the Six Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2016 vs. 2015

 

(Dollars in thousands)

 

2016

 

 

2015

 

 

Change

 

 

%

 

Salaries and employee benefits

 

$

10,458

 

 

$

9,584

 

 

$

874

 

 

 

9.1

%

Net occupancy and equipment

 

 

2,162

 

 

 

2,126

 

 

 

36

 

 

 

1.7

%

Data processing

 

 

1,707

 

 

 

1,381

 

 

 

326

 

 

 

23.6

%

Professional fees

 

 

1,017

 

 

 

912

 

 

 

105

 

 

 

11.5

%

Advertising and business development

 

 

548

 

 

 

568

 

 

 

(20

)

 

 

(3.5

)%

Telecommunications

 

 

518

 

 

 

379

 

 

 

139

 

 

 

36.7

%

FDIC insurance

 

 

513

 

 

 

351

 

 

 

162

 

 

 

46.1

%

Courier and postage

 

 

303

 

 

 

263

 

 

 

40

 

 

 

15.2

%

Loan expense

 

 

260

 

 

 

178

 

 

 

82

 

 

 

46.1

%

Amortization of core deposit intangible

 

 

173

 

 

 

121

 

 

 

52

 

 

 

43.0

%

Other real estate owned

 

 

8

 

 

 

121

 

 

 

(113

)

 

 

(93.4

)%

Other

 

 

1,905

 

 

 

1,745

 

 

 

160

 

 

 

9.2

%

Sub-Total

 

 

19,572

 

 

 

17,729

 

 

 

1,843

 

 

 

10.4

%

Loss on debt extinguishment

 

 

58

 

 

 

316

 

 

 

(258

)

 

 

(81.6

)%

Total non-interest expense

 

$

19,630

 

 

$

18,045

 

 

$

1,585

 

 

 

8.8

%

 

Salaries and employee benefits: Salaries and benefits were $10.5 million for the six months ended June 30, 2016, as compared to $9.6 million for the six months ended June 30, 2015.  The increase in salaries and benefits of $874 thousand includes approximately $567 thousand attributable to the First Independence acquisition, including $42 thousand associated with our assumption of obligations related to First Independence’s participation in the Pentegra Defined Benefit Plan for Financial Institutions.  Included in salaries and employee benefits is stock-based compensation expense of $135 thousand for the six months ended June 30, 2016 and $81 thousand in the comparable period of 2015.  The increase of $54 thousand in stock-based compensation is attributable to options

47


granted at December 31, 2015.  The remaining $253 thousand increase in salaries and benefits reflect cost-of-living/merit raises and the addition of lending, customer service and operations staff.

Net occupancy and equipment: Net occupancy and equipment includes expenses related to the use of premises and equipment, such as depreciation, operating lease payments, repairs and maintenance, insurance, property taxes and utilities, and is net of incidental rental income of excess facilities.  Occupancy expenses were $2.2 million for the six months ended June 30, 2016 and $2.1 million for the six months ended June 30, 2015. The purchase of the corporate headquarters building in April 2015 resulted in a decrease in building rent but was offset by an increase in depreciation expense.  In addition, the 2016 expenses include expenses for four branches that were part of the acquisition of First Independence.

Data processing: Data processing expenses were $1.7 million and $1.4 million for the six-month periods ended June 30, 2016 and 2015.  The increase of $326 thousand was principally due to increased debit card processing costs as usage has increased.

Professional fees: Professional fees, including regulatory assessments were $1.1million for the six months ended June 30, 2016 and $912 thousand for the six months ended June 30, 2015.  Increased legal expenses associated with a 2016 prospective acquisition, which did not result in a definitive agreement, were partially offset by reduced legal fees related to the June 2015 settlement of a lawsuit. Other increases in professional fees are principally associated with the reporting requirements of being a public company.

Other real estate owned: Other real estate owned expenses, including provision for unrealized losses were $168 thousand for the six months ended June 30, 2016, offset by gains on the sale of other real estate owned of $160 thousand.  For the six months ended June 30, 2015, other real estate owned expenses, including provision for unrealized losses were $190 thousand, offset by gains on the sale of other real estate owned of $69 thousand.

Other: Other non-interest expenses, which consist of subscriptions; memberships and dues; employee expenses including travel, meals, entertainment and education; supplies; printing; insurance; account related losses; correspondent bank fees; deposit customer program expenses; losses net of gains on the sale of fixed assets and other operating expenses such as settlement of claims, were $1.9 million for the six months ended June 30, 2016 and $1.7 million for the six months ended June 30, 2015.  The $160 thousand increase in other non-interest expenses includes stock listing and transfer services and investor relations costs associated with being a public company, increased deposit customer program expenses associated with additional deposit customers taking advantage of the benefit of free ATM usage anywhere in the United States, as well as incremental operating costs attributable to the acquired First Independence branches.

Loss on extinguishment of debt: In the first quarter of 2015, we chose to incur a $316 thousand loss on extinguishment of debt due to the prepayment of all of our FHLB term advances.  The weighted average rate of the FHLB term advances was 3.82%, and to the extent that additional funding was needed our FHLB line of credit has a lower cost of funds.  In the first quarter of 2016, we paid our bank stock loan and wrote off the deferred debt issuance costs associated with this loan resulting in the loss on debt extinguishment in the first six months of 2016.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP.  Our efficiency ratio is computed by dividing non-interest expense, excluding merger expenses and loss on debt extinguishment by the sum of net interest income and non-interest income, excluding net gain from securities transactions.  Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources.

Our efficiency ratio was 68.1% for the three months ended June 30, 2016, compared with 66.8% for the three months ended June 30, 2015.  The increase was primarily due to increased non-interest expense, as discussed in “Results of Operations – Non-Interest Expense.”

Our efficiency ratio was 66.1% for the six months ended June 30, 2016, compared with 66.7% for the six months ended June 30, 2015.  The decrease was primarily due to increased net interest income, as discussed in “Results of Operations – Net Interest Income and Net Interest Margin Analysis,” and increased non-interest income.

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amounts of tax-exempt investment income, non-taxable life insurance income, non-deductible expenses and available federal income tax credits.

48


Three months ended June 30, 2016 compared with three months ended June 30, 2015: For the three months ended June 30, 2016, income tax expense was $1.3 million compared with $1.3 million for the three months ended June 30, 2015.  Although income before income taxes was higher in the second quarter of 2016 as compared to the second quarter of 2015, our effective tax rate for the second quarter of 2016 was lower at 31.8% as compared to 33.8% for the second quarter of 2015.  The U.S. statutory rate was 35.0% for both periods.  The lower effective income tax rate for 2016 is principally due to the benefit of increased income tax credits from investment in qualified affordable housing projects, including additional tax credits acquired in the First Independence acquisition.

Six months ended June 30, 2016 compared with six months ended June 30, 2015: For the six months ended June 30, 2016, income tax expense was $2.9 million compared with $2.6 million for the six months ended June 30, 2015.  The increase in income tax expense was primarily attributable to increased pre-tax income in 2016, partially offset by a lower effective tax rate in 2016 as compared to 2015.  Our effective tax rate for the first six months of 2016 was 31.8% as compared to 33.8% for the first six months of 2015.  The U.S. statutory rate was 35.0% for both periods.  The lower effective income tax rate for the first six months of 2016 is principally due to the benefit of increased income tax credits from investment in qualified affordable housing projects, including additional tax credits acquired in the First Independence acquisition.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this quarterly report have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation.  Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services.  However, other operating expenses do reflect general levels of inflation.

Financial Condition

Our total assets decreased $40.9 million, or 2.6%, from $1.59 billion at December 31, 2015, to $1.54 billion at June 30, 2016.  The decrease in total assets was primarily from decreases of $48.9 million in investment securities and $10.6 million in cash and cash equivalents partially offset by an increase of $19.2 million in net loans held for investment.  Our total liabilities decreased $31.8 million, or 2.2%, from $1.42 billion at December 31, 2015 to $1.39 billion at June 30, 2016. The decrease in total liabilities was primarily from decreases in total deposits of $19.1 million and repayment of the bank stock loan of $18.6 million, partially offset by increases in FHLB advance of $2.2 million and increases in federal funds purchased and retail repurchase agreements of $2.0 million. Our total stockholders’ equity decreased $9.0 million, or 5.4%, from $167.2 million at December 31, 2015 to $158.2 million at June 30, 2016.  The decrease in total stockholders’ equity was primarily from redemption of Series C preferred stock of $16.4 million, partially offset by an increase in retained earnings of $6.3 million, an increase in the value of the securities portfolio recognized in other accumulated comprehensive earnings of $639 thousand and an increase additional paid-in capital of $403 thousand.

Loan Portfolio

Loans are our largest category of earning assets and typically provide higher yields than other types of earning assets.  At June 30, 2016, our gross loans held for portfolio totaled $980.1 million, an increase of $19.8 million, or 2.1%, compared with December 31, 2015. The overall increase in loan volume consisted of $17.8 million, or 90.2%, from real estate construction; $12.2 million, or 61.6%, from residential real estate; $796 thousand, or 4.0%, from consumer; and $485 thousand, or 2.5%, from agricultural, but were partially offset by decreases of $8.6 million, or 43.4%, from commercial and industrial; $1.6 million, or 8.2%, from agricultural real estate; and $1.3 million, or 6.7%, from commercial real estate. We also had loans classified as held for sale totaling $4.0 million at June 30, 2016.

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita and Kansas City MSAs, as well as various community markets throughout Kansas and Missouri.  The majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Kansas and Missouri.  As of June 30, 2016, there was no concentration of loans to any one type of industry exceeding 10% of total loans.

At June 30, 2016, total loans were 81.9% of deposits and 63.4% of total assets.  At December 31, 2015, total loans were 79.0% of deposits and 60.6% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets.  Several new lenders have been hired in our markets, and we believe these lenders have been successful in transitioning their former clients and attracting new clients.  Lending activities originate from the

49


efforts of our lenders, with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita and Kansas City MSAs, as well as community markets in both Kansas and Missouri.

We provide commercial lines of credit, working capital loans, commercial real estate-backed loans (including loans secured by owner occupied commercial properties), term loans, equipment financing, acquisition, expansion and development loans, borrowing base loans, real estate construction loans, homebuilder loans, SBA loans, agricultural and agricultural real estate loans, letters of credit and other loan products to national and regional companies, real estate developers, mortgage lenders, manufacturing and industrial companies and other businesses.  The types of loans we make to consumers include residential real estate loans, home equity loans, home equity lines of credit, installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit.

The following table summarizes our loan portfolio by type of loan as of the dates indicated:

Composition of Loan Portfolio

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

(Dollars in thousands)

 

Commercial and industrial

 

$

253,468

 

 

 

25.8

%

 

$

262,032

 

 

 

27.3

%

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

341,766

 

 

 

34.9

%

 

 

343,096

 

 

 

35.7

%

Real estate construction

 

 

71,733

 

 

 

7.3

%

 

 

53,921

 

 

 

5.6

%

Residential real estate

 

 

262,387

 

 

 

26.8

%

 

 

250,216

 

 

 

26.1

%

Agricultural real estate

 

 

16,565

 

 

 

1.7

%

 

 

18,180

 

 

 

1.9

%

Total real estate loans

 

 

692,451

 

 

 

70.7

%

 

 

665,413

 

 

 

69.3

%

Consumer

 

 

17,899

 

 

 

1.8

%

 

 

17,103

 

 

 

1.8

%

Agricultural

 

 

16,292

 

 

 

1.7

%

 

 

15,807

 

 

 

1.6

%

Total loans held for investment

 

$

980,110

 

 

 

100.0

%

 

$

960,355

 

 

 

100.0

%

Total loans held for sale

 

$

4,002

 

 

 

100.0

%

 

$

3,504

 

 

 

100.0

%

Total loans (net of allowances)

 

$

974,080

 

 

 

100.0

%

 

$

954,849

 

 

 

100.0

%

 

Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital, or meet other financing needs of the business.  Our commercial and industrial portfolio totaled $253.5 million at June 30, 2016, a decrease of $8.6 million, or 3.3%, compared to December 31, 2015.  Excluding a decline in mortgage finance loan participation balances of $18.9 million, the commercial and industrial portfolio saw an increase of $10.3 million compared to December 31, 2015.

Commercial real estate: Commercial real estate loans include all loans secured by nonfarm nonresidential properties and by multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.  Our commercial real estate loans were $341.8 million at June 30, 2016, a decrease of $1.3 million, or 0.4%, compared to December 31, 2015.

Real estate construction: Real estate construction loans include loans made for the purpose of acquisition, development, or construction of real property, both commercial and consumer. Our real estate construction portfolio totaled $71.7 million at June 30, 2016, an increase of $17.8 million, or 33.0%, compared to December 31, 2015.

Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.  Our residential real estate portfolio totaled $262.4 million at June 30, 2016, an increase of $12.2 million, or 4.9%, compared to December 31, 2015.  In May 2016, we purchased a pool of residential mortgages totaling $19.7 million in an effort to diversify our loan portfolio and increase interest income.  Our purchased residential real estate loans totaled $88.3 at June 30, 2016, an increase of $13.6 compared to December 31, 2015, or 111.6% of the overall increase in residential real estate loans.

Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland.  Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets, but may be unsecured.  These three loan pools form an immaterial portion of our overall loan portfolio.

50


The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of June 30, 2016 are summarized in the following table:

Loan Maturity and Sensitivity to Changes in Interest Rates

 

 

 

As of June 30, 2016

 

 

 

One year

or less

 

 

After one year

through five

years

 

 

After five

years

 

 

Total

 

 

 

(Dollars in thousands)

 

Commercial and industrial

 

$

92,078

 

 

$

119,015

 

 

$

42,375

 

 

$

253,468

 

Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

77,261

 

 

 

173,298

 

 

 

91,207

 

 

 

341,766

 

Real estate construction

 

 

30,278

 

 

 

32,592

 

 

 

8,863

 

 

 

71,733

 

Residential real estate

 

 

5,654

 

 

 

8,464

 

 

 

248,269

 

 

 

262,387

 

Agricultural real estate

 

 

5,266

 

 

 

4,920

 

 

 

6,379

 

 

 

16,565

 

Total real estate

 

 

118,459

 

 

 

219,274

 

 

 

354,718

 

 

 

692,451

 

Consumer

 

 

1,926

 

 

 

10,535

 

 

 

5,438

 

 

 

17,899

 

Agricultural

 

 

10,071

 

 

 

4,486

 

 

 

1,735

 

 

 

16,292

 

Total

 

$

222,534

 

 

$

353,310

 

 

$

404,266

 

 

$

980,110

 

Loans with a predetermined fixed interest rate

 

 

106,091

 

 

 

210,082

 

 

 

131,181

 

 

 

447,354

 

Loans with an adjustable/floating interest rate

 

 

116,443

 

 

 

143,228

 

 

 

273,085

 

 

 

532,756

 

Total

 

$

222,534

 

 

$

353,310

 

 

$

404,266

 

 

$

980,110

 

 

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2015 are summarized in the following table:

Loan Maturity and Sensitivity to Changes in Interest Rates

 

 

 

As of December 31, 2015

 

 

 

One year

or less

 

 

After one year

through five

years

 

 

After five

years

 

 

Total

 

 

 

(Dollars in thousands)

 

Commercial and industrial

 

$

125,800

 

 

$

93,842

 

 

$

42,390

 

 

$

262,032

 

Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

66,576

 

 

 

184,759

 

 

 

91,761

 

 

 

343,096

 

Real estate construction

 

 

23,455

 

 

 

22,537

 

 

 

7,929

 

 

 

53,921

 

Residential real estate

 

 

5,080

 

 

 

11,497

 

 

 

233,639

 

 

 

250,216

 

Agricultural real estate

 

 

4,984

 

 

 

6,452

 

 

 

6,744

 

 

 

18,180

 

Total real estate

 

 

100,095

 

 

 

225,245

 

 

 

340,073

 

 

 

665,413

 

Consumer

 

 

2,097

 

 

 

10,013

 

 

 

4,993

 

 

 

17,103

 

Agricultural

 

 

9,871

 

 

 

3,785

 

 

 

2,151

 

 

 

15,807

 

Total

 

$

237,863

 

 

$

332,885

 

 

$

389,607

 

 

$

960,355

 

Loans with a predetermined fixed interest rate

 

 

110,401

 

 

 

231,026

 

 

 

125,579

 

 

 

467,006

 

Loans with an adjustable/floating interest rate

 

 

127,462

 

 

 

101,859

 

 

 

264,028

 

 

 

493,349

 

Total

 

$

237,863

 

 

$

332,885

 

 

$

389,607

 

 

$

960,355

 

 

51


Credit Quality Indicators

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk.  Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.  We use the following definitions for risk ratings:

Pass: Loans classified as pass do not have any noted weaknesses and repayment of the loan is expected.

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

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

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

The risk category of loans by class of loans is as follows as of June 30, 2016:

Risk Category of Loans by Class

 

 

 

As of June 30, 2016

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

 

 

(Dollars in thousands)

 

Commercial and industrial

 

$

252,826

 

 

$

 

 

$

642

 

 

$

 

 

$

253,468

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

335,011

 

 

 

 

 

6,755

 

 

 

 

 

341,766

 

Real estate construction

 

 

71,255

 

 

 

 

 

478

 

 

 

 

 

71,733

 

Residential real estate

 

 

259,592

 

 

 

 

 

2,795

 

 

 

 

 

262,387

 

Agricultural real estate

 

 

15,552

 

 

 

 

 

1,013

 

 

 

 

 

16,565

 

Total real estate

 

 

681,410

 

 

 

 

 

11,041

 

 

 

 

 

692,451

 

Consumer

 

 

17,587

 

 

 

 

 

312

 

 

 

 

 

17,899

 

Agricultural

 

 

16,052

 

 

 

 

 

240

 

 

 

 

 

16,292

 

Total

 

$

967,875

 

 

$

 

 

$

12,235

 

 

$

 

 

$

980,110

 

 

52


The risk category of loans by class of loans is as follows as of December 31, 2015:

Risk Category of Loans by Class

 

 

 

As of December 31, 2015

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

 

 

(Dollars in thousands)

 

Commercial and industrial

 

$

260,669

 

 

$

 

 

$

1,363

 

 

$

 

 

$

262,032

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

333,609

 

 

 

 

 

 

9,487

 

 

 

 

 

 

343,096

 

Real estate construction

 

 

53,308

 

 

 

 

 

 

613

 

 

 

 

 

 

53,921

 

Residential real estate

 

 

246,901

 

 

 

 

 

 

3,315

 

 

 

 

 

 

250,216

 

Agricultural real estate

 

 

17,810

 

 

 

 

 

 

370

 

 

 

 

 

 

18,180

 

Total real estate

 

 

651,628

 

 

 

 

 

 

13,785

 

 

 

 

 

 

665,413

 

Consumer

 

 

17,000

 

 

 

 

 

 

103

 

 

 

 

 

 

17,103

 

Agricultural

 

 

15,707

 

 

 

 

 

 

100

 

 

 

 

 

 

15,807

 

Total

 

$

945,004

 

 

$

 

 

$

15,351

 

 

$

 

 

$

960,355

 

 

At June 30, 2016, loans considered pass rated credits increased to 98.8% of total loans, up from 98.4% of total loans at December 31, 2015.  Classified loans were $12.2 million at June 30, 2016, a decrease of $3.1 million, or 20.3%, from $15.4 million at December 31, 2015.  The decrease primarily resulted from our continued focus on resolving classified loans in a timely manner as well as economic improvement in our principal markets.

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated:

Nonperforming Assets

 

 

 

June 30,

2016

 

 

December 31,

2015

 

 

 

(Dollars in thousands)

 

Nonaccrual loans

 

$

7,855

 

 

$

8,197

 

Accruing loans 90 or more days past due

 

 

 

 

35

 

Restructured loans-accruing

 

 

 

 

OREO acquired through foreclosure, net

 

 

4,898

 

 

 

5,811

 

Total nonperforming assets

 

$

12,753

 

 

$

14,043

 

Ratios:

 

 

 

 

 

 

 

 

Nonperforming assets to total assets

 

 

0.83

%

 

 

0.89

%

Nonperforming assets to total loans plus OREO

 

 

1.29

%

 

 

1.45

%

 

Nonperforming assets (“NPAs”) include loans on nonaccrual status, accruing loans 90 or more days past due, restructured loans, and other real estate acquired through foreclosure.  Impaired loans do not include purchased loans that were identified upon acquisition as having experienced credit deterioration since origination (“purchased credit impaired loans” or “PCI loans”).  See the “Critical Accounting Policies” section for information regarding the review of loans for determining the allowance for loan loss and impairment.

Generally, loans are designated as nonaccrual when either principal or interest payments are 90 days or more past due based on contractual terms, unless the loan is well secured and in the process of collection.  Consumer loans are typically charged off no later than 180 days past due.  In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.  When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed against income.  Future interest income may be recorded on a cash basis after recovery of principal is reasonably assured.  Nonaccrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

53


We had $7.9 million in nonperforming loans at June 30, 2016, compared with $8.2 million at December 31, 2015. The nonperforming loans at June 30, 2016 consisted of 96 separate credits and 82 separate borrowers.  We had no non-performing loan relationships with an outstanding balance in excess of $1.0 million as of June 30, 2016.

There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio.  We have established underwriting guidelines to be followed by lenders, and also monitor delinquency levels for any negative or adverse trends.  In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate.  The value of real estate collateral provides additional support to the borrower’s credit capacity.  There can be no assurance; however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties.  Potential problem loans are assigned a grade of special mention or substandard.  At June 30, 2016, the Company had $4.4 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $7.1 million at December 31, 2015.

With respect to potential problem loans, all monitored and under-performing loans are reviewed and evaluated to determine if they are impaired.  If we determine that a loan is impaired, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for loan losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for loan losses

Please see “Critical Accounting Policies – Allowance for Loan Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans.  Some of the risk elements include:

 

·

Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses.  Commercial and industrial loans are advanced for equipment purchases, to provide working capital, or meet other financing needs of the business.  These loans may be secured by accounts receivable, inventory, equipment, or other business assets.  Financial information is obtained from the borrower to evaluate the debt service coverage and ability to repay the loans.

 

·

Commercial real estate loans are dependent on the industries tied to these loans as well as the local commercial real estate market.  The loans are secured by the real estate, and appraisals are obtained to support the loan amount.  An evaluation of the project’s cash flows is performed to evaluate the borrower’s ability to repay the loan at the time of origination and periodically updated during the life of the loan.  Residential real estate loans are affected by the local residential real estate market, the local economy, and movement in interest rates.  We evaluate the borrower’s repayment ability through a review of credit reports and debt to income ratios.  Appraisals are obtained to support the loan amount.

 

·

Agricultural real estate loans are real estate loans related to farmland, and are affected by the value of farmland.  We evaluate the borrower’s ability to repay based on cash flows from farming operations.

 

·

Consumer loans are dependent on the local economy.  Consumer loans are generally secured by consumer assets, but may be unsecured.  We evaluate the borrower’s repayment ability through a review of credit scores and an evaluation of debt to income ratios.

 

·

Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced and the market pricing at the time of sale.

Purchased credit impaired loans: As part of previous acquisitions, we acquired certain loans for which there was, at acquisition, evidence of deterioration of credit quality since origination.  These purchased credit impaired loans were recorded at the amount paid, such that there is no carryover of the seller’s allowance for loan losses.  After acquisition, losses are recognized by an increase in the allowance for loan losses.  Purchased credit impaired loans are accounted for individually.  We estimate the amount and timing of expected cash flows for each loan, and the expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loan (accretable yield).  The excess of the loan’s contractual principal and interest over expected cash flows is not recorded (non-accretable difference).  Over the life of the loan, expected cash flows continue to be estimated.  If the present value of the expected cash flows is less than the carrying amount, a loss is recorded.  If the present value of the expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

54


The table below shows the contractually required principal loan payments and the associated purchase discount on our purchased credit impaired portfolio.

Recorded Investment in Purchased Credit Impaired Loans

 

 

 

June 30,

2016

 

 

December 31,

2015

 

 

 

(Dollars in thousands)

 

Contractually required payments

 

$

6,759

 

 

$

7,550

 

Discount

 

 

(1,583

)

 

 

(1,794

)

Recorded investment

 

$

5,176

 

 

$

5,756

 

 

Analysis of allowance for loan losses: At June 30, 2016, the allowance for loan losses totaled $6.0 million, or 0.62% of total loans.  At December 31, 2015 the allowance for loan losses aggregated $5.5 million, or 0.57% of total loans.

The allowance for loan losses on loans collectively evaluated for impairment totaled $5.7 million, or 0.59%, of the $969.2 million in loans collectively evaluated for impairment at June 30, 2016, compared to an allowance for loan losses of $5.2 million, or 0.55% of the $948.9 million in loans collectively evaluated for impairment at December 31, 2015.  The increases in the allowance for loan losses as a percentage of total loans and of loans collectively evaluated for impairment principally reflect management’s evaluation of current environmental conditions and changes in the composition and quality of our loan portfolio. The changes in composition included decreases in mortgage finance loans since December 31, 2015.  The unique credit qualities of mortgage finance loans require lower reserves than other loan categories.  Also considered by management in evaluating the allowance for loan losses are applied loss factors which are based in part on historical loss experience.

Annualized net losses as a percentage of average loans decreased to 0.20% for the three months ended June 30, 2016, as compared to 0.79% for the three months ended June 30, 2015.  Annualized net losses as a percentage of average loans decreased to 0.16% for the six months ended June 30, 2016, as compared to 0.44% for the six months ended June 30, 2015.

55


The following table presents, as of and for the periods indicated, an analysis of the allowance for loan losses and other related data:

Allowance for Loan Losses

 

 

 

As of and for the Three Months

Ended June 30,

 

 

As of and for the Six Months

Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Average loans outstanding

 

$

950,243

 

 

$

772,215

 

 

$

947,305

 

 

$

755,426

 

Gross loans outstanding at end of period(1)

 

$

980,110

 

 

$

834,740

 

 

$

980,110

 

 

$

834,740

 

Allowance for loan losses at beginning of

   the period

 

$

5,980

 

 

$

6,565

 

 

$

5,506

 

 

$

5,963

 

Provision for loan losses

 

 

532

 

 

 

605

 

 

 

1,255

 

 

 

1,330

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(7

)

 

 

(2

)

 

 

(62

)

 

 

(8

)

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

(190

)

 

 

(1,428

)

 

 

(224

)

 

 

(1,456

)

Real estate construction

 

 

 

 

 

 

 

 

Residential real estate

 

 

(200

)

 

 

(72

)

 

 

(248

)

 

 

(156

)

Agricultural real estate

 

 

 

 

 

 

 

(23

)

 

 

Consumer

 

 

(153

)

 

 

(59

)

 

 

(281

)

 

 

(119

)

Agricultural

 

 

 

 

 

 

 

 

(3

)

 

 

Total charge-offs

 

 

(550

)

 

 

(1,561

)

 

 

(841

)

 

 

(1,739

)

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

2

 

 

 

4

 

 

 

9

 

 

 

7

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

27

 

 

 

4

 

 

 

32

 

 

 

40

 

Real estate construction

 

 

 

 

2

 

 

 

 

 

2

 

Residential real estate

 

 

20

 

 

 

7

 

 

 

26

 

 

 

8

 

Agricultural real estate

 

 

 

 

 

 

 

 

 

Consumer

 

 

19

 

 

 

17

 

 

 

42

 

 

 

32

 

Agricultural

 

 

 

 

 

 

 

1

 

 

 

Total recoveries

 

 

68

 

 

 

34

 

 

 

110

 

 

 

89

 

Net recoveries (charge-offs)

 

 

(482

)

 

 

(1,527

)

 

 

(731

)

 

 

(1,650

)

Allowance for loan losses at end of the

   period

 

$

6,030

 

 

$

5,643

 

 

$

6,030

 

 

$

5,643

 

Ratio of allowance to period-ended loans

 

 

0.62

%

 

 

0.68

%

 

 

0.62

%

 

 

0.68

%

Annualized ratio of net charge-offs

   (recoveries) to average loans

 

 

0.20

%

 

 

0.79

%

 

 

0.16

%

 

 

0.44

%

 

(1)

Excluding loans held for sale.

56


The following table shows the allocation of the allowance for loan losses among our loan categories and certain other information as of the dates indicated.  The total allowance is available to absorb losses from any loan category.

Analysis of the Allowance for Loan Losses

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Amount

 

 

% of

Total

Allowance

 

 

Amount

 

 

% of

Total

Allowance

 

 

 

(Dollars in thousands)

 

Balance of allowance for loan losses applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,574

 

 

 

26.1

%

 

$

1,366

 

 

 

24.8

%

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

1,839

 

 

 

30.5

%

 

 

1,728

 

 

 

31.4

%

Real estate construction

 

 

469

 

 

 

7.8

%

 

 

323

 

 

 

5.9

%

Residential real estate

 

 

1,917

 

 

 

31.8

%

 

 

1,824

 

 

 

33.1

%

Agricultural real estate

 

 

41

 

 

 

0.7

%

 

 

29

 

 

 

0.5

%

Consumer

 

 

127

 

 

 

2.1

%

 

 

187

 

 

 

3.4

%

Agricultural

 

 

63

 

 

 

1.0

%

 

 

49

 

 

 

0.9

%

Total allowance for loan losses

 

$

6,030

 

 

 

100.0

%

 

$

5,506

 

 

 

100.0

%

 

Management believes that the allowance for loan losses at June 30, 2016 was adequate to cover probable incurred losses in the loan portfolio as of such date.  There can be no assurance, however, that we will not sustain losses in future periods, which could be substantial in relation to the size of the allowance at June 30, 2016.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements.  At June 30, 2016, the carrying amount of investment securities totaled $392.5 million, a decrease of $48.9 million, or 11.1%, compared with December 31, 2015.  At June 30, 2016, securities represented 25.4% of total assets compared with 27.8% at December 31, 2015.

At the date of purchase, debt and equity securities are classified into one of two categories, held-to-maturity or available-for-sale. We do not purchase securities for trading purposes.  At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity.  Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income.  Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka.  These stock investments are stated at cost.

57


The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown:

Available-For-Sale Securities

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

 

 

(Dollars in thousands)

 

U.S. government-sponsored entities

 

$

4,745

 

 

$

4,719

 

 

$

17,090

 

 

$

17,036

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

65,584

 

 

 

65,993

 

 

 

109,784

 

 

 

109,521

 

Corporate

 

 

3,000

 

 

 

2,981

 

 

 

3,000

 

 

 

2,954

 

Small Business Administration loan pools

 

 

249

 

 

 

271

 

 

 

275

 

 

 

297

 

State and political subdivisions

 

 

501

 

 

 

508

 

 

 

504

 

 

 

508

 

Equity securities

 

 

500

 

 

 

504

 

 

 

500

 

 

 

494

 

Total available-for-sale securities

 

$

74,579

 

 

$

74,976

 

 

$

131,153

 

 

$

130,810

 

 

The following table summarizes the amortized cost and fair value by classification of held-to-maturity securities as of the dates shown:

Held-To-Maturity Securities

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

 

 

(Dollars in thousands)

 

U.S. government-sponsored entities

 

$

2,188

 

 

$

2,188

 

 

$

2,669

 

 

$

2,643

 

Residential mortgage-backed securities (issued by

   government-sponsored entities)

 

 

233,302

 

 

 

237,356

 

 

 

230,554

 

 

 

230,993

 

Corporate

 

 

12,985

 

 

 

12,718

 

 

 

12,983

 

 

 

12,758

 

Small Business Administration loan pools

 

 

2,636

 

 

 

2,697

 

 

 

2,863

 

 

 

2,875

 

State and political subdivisions

 

 

66,398

 

 

 

69,466

 

 

 

61,470

 

 

 

63,533

 

Total held-to-maturity securities

 

$

317,509

 

 

$

324,425

 

 

$

310,539

 

 

$

312,802

 

 

At June 30, 2016 and December 31, 2015, we did not own securities of any one issuer (other than the U.S. government and its agencies or sponsored entities) for which aggregate adjusted cost exceeded 10% of the consolidated stockholders’ equity at the reporting dates noted.

58


The following tables summarize the contractual maturity of debt securities and their weighted average yields as of June 30, 2016 and December 31, 2015.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.  Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.

 

 

 

June 30, 2016

 

 

 

Due in one year

or less

 

 

Due after one

year through

five years

 

 

Due after five

years through

10 years

 

 

Due after 10

years

 

 

Total

 

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

 

(Dollars in thousands)

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored

   entities

 

$

 

 

 

%

 

$

 

 

 

%

 

$

4,719

 

 

 

2.17

%

 

$

 

 

 

%

 

$

4,719

 

 

 

2.17

%

Residential mortgage-backed

   securities (issued by

   government-sponsored entities)

 

 

 

 

 

%

 

 

3,718

 

 

 

1.90

%

 

 

340

 

 

 

2.38

%

 

 

61,935

 

 

 

2.74

%

 

 

65,993

 

 

 

2.69

%

Corporate

 

 

 

 

 

%

 

 

 

 

 

%

 

 

2,981

 

 

 

1.65

%

 

 

 

 

 

%

 

 

2,981

 

 

 

1.65

%

Small Business Administration

   loan pools

 

 

 

 

 

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

271

 

 

 

5.21

%

 

 

271

 

 

 

5.21

%

State and political subdivisions(1)

 

 

 

 

 

%

 

 

508

 

 

 

1.50

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

508

 

 

 

1.50

%

Total available-for-sale securities

 

$

 

 

 

 

 

$

4,226

 

 

 

1.85

%

 

$

8,040

 

 

 

1.99

%

 

$

62,206

 

 

 

2.75

 

 

$

74,472

 

 

 

2.62

%

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored

   entities

 

$

 

 

 

%

 

$

2,188

 

 

 

2.46

%

 

$

 

 

 

%

 

$

 

 

 

%

 

$

2,188

 

 

 

2.46

%

Residential mortgage-backed

   securities (issued by

   government-sponsored entities)

 

 

 

 

 

%

 

 

4,224

 

 

 

2.50

%

 

 

5,659

 

 

 

2.70

%

 

 

223,419

 

 

 

2.87

%

 

 

233,302

 

 

 

2.86

%

Corporate

 

 

 

 

 

%

 

 

5,337

 

 

 

2.74

%

 

 

 

 

 

%

 

 

7,648

 

 

 

2.37

%

 

 

12,985

 

 

 

2.52

%

Small Business Administration

   loan pools

 

 

 

 

 

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

2,636

 

 

 

2.61

%

 

 

2,636

 

 

 

2.61

%

State and political subdivisions(1)

 

 

2,259

 

 

 

2.56

%

 

 

12,197

 

 

 

2.62

%

 

 

22,366

 

 

 

2.94

%

 

 

29,576

 

 

 

3.07

%

 

 

66,398

 

 

 

2.93

%

Total held-to-maturity securities

 

$

2,259

 

 

 

2.56

%

 

$

23,946

 

 

 

2.61

%

 

$

28,025

 

 

 

2.89

%

 

$

263,279

 

 

 

2.88

%

 

$

317,509

 

 

 

2.86

%

Total debt securities

 

$

2,259

 

 

 

2.56

%

 

$

28,172

 

 

 

2.49

%

 

$

36,065

 

 

 

2.69

%

 

$

325,485

 

 

 

2.85

%

 

$

391,981

 

 

 

2.81

%

 

59


(1)

The calculated yield is not presented on a tax equivalent basis.

 

 

 

December 31, 2015

 

 

 

Due in one year

or less

 

 

Due after one

year through

five years

 

 

Due after five

years through

10 years

 

 

Due after 10

years

 

 

Total

 

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

Carrying

Value

 

 

Yield

 

 

 

(Dollars in thousands)

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-

   sponsored entities

 

$

100

 

 

 

1.26

%

 

$

12,204

 

 

 

1.47

%

 

$

4,732

 

 

 

2.02

%

 

$

 

 

 

%

 

$

17,036

 

 

 

1.63

%

Residential mortgage-

   backed securities

   (issued by government-

   sponsored entities)

 

 

 

 

 

%

 

 

3,719

 

 

 

1.91

%

 

 

456

 

 

 

2.47

%

 

 

105,346

 

 

 

2.89

%

 

 

109,521

 

 

 

2.86

%

Corporate

 

 

 

 

 

%

 

 

 

 

 

%

 

 

2,954

 

 

 

1.51

%

 

 

 

 

 

%

 

 

2,954

 

 

 

1.51

%

Small Business

   Administration loan pools

 

 

 

 

 

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

297

 

 

 

5.21

%

 

 

297

 

 

 

5.21

%

State and political subdivisions(1)

 

 

 

 

 

%

 

 

508

 

 

 

1.50

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

508

 

 

 

1.50

%

Total available-for-sale securities

 

$

100

 

 

 

1.26

%

 

$

16,431

 

 

 

1.57

%

 

$

8,142

 

 

 

1.86

%

 

$

105,643

 

 

 

2.90

%

 

$

130,316

 

 

 

2.67

%

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-

   sponsored entities

 

$

 

 

 

%

 

$

2,669

 

 

 

2.46

%

 

$

 

 

 

%

 

$

 

 

 

%

 

$

2,669

 

 

 

2.46

%

Residential mortgage-

   backed securities

   (issued by government-

   sponsored entities)

 

 

 

 

 

%

 

 

4,257

 

 

 

2.50

%

 

 

5,869

 

 

 

2.68

%

 

 

220,428

 

 

 

2.89

%

 

 

230,554

 

 

 

2.87

%

Corporate

 

 

 

 

 

%

 

 

 

 

 

%

 

 

5,370

 

 

 

2.74

%

 

 

7,613

 

 

 

2.06

%

 

 

12,983

 

 

 

2.34

%

Small Business

   Administration loan pools

 

 

 

 

 

%

 

 

 

 

 

%

 

 

 

 

 

%

 

 

2,863

 

 

 

2.61

%

 

 

2,863

 

 

 

2.61

%

State and political subdivisions(1)

 

 

3,741

 

 

 

2.41

%

 

 

12,084

 

 

 

2.60

%

 

 

22,731

 

 

 

2.90

%

 

 

22,914

 

 

 

3.16

%

 

 

61,470

 

 

 

2.91

%

Total held-to-maturity securities

 

$

3,741

 

 

 

2.41

%

 

$

19,010

 

 

 

2.55

%

 

$

33,970

 

 

 

2.84

%

 

$

253,818

 

 

 

2.88

%

 

$

310,539

 

 

 

2.85

%

Total debt securities

 

$

3,841

 

 

 

2.38

%

 

$

35,441

 

 

 

2.10

%

 

$

42,112

 

 

 

2.65

%

 

$

359,461

 

 

 

2.89

%

 

$

440,855

 

 

 

2.80

%

 

(2)

The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae and Freddie Mac.  Unlike U.S. Treasury and U.S. government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities.  Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments.  As such, mortgage-backed securities which are purchased at a premium will generally produce decreasing net yields as interest rates drop because home owners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization.  Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time.  Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives.  At June 30, 2016 and December 31, 2015, 95.3% and 95.8% of the mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 3.7 years and 5.2 years and a modified duration of 3.5 years and 4.6 years.

60


Deposits

Our lending and investing activities are primarily funded by deposits.  A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits.

The following table shows our composition of deposits at June 30, 2016 and December 31, 2015:

Composition of Deposits

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

Amount

 

 

Percent

of Total

 

 

Amount

 

 

Percent

of Total

 

 

 

(Dollars in thousands)

 

Non-interest-bearing demand

 

$

157,896

 

 

 

13.2

%

 

$

157,834

 

 

 

13.0

%

Interest-bearing demand

 

 

291,818

 

 

 

24.4

%

 

 

316,965

 

 

 

26.0

%

Savings and money market

 

 

303,454

 

 

 

25.3

%

 

 

302,503

 

 

 

24.9

%

Time

 

 

443,599

 

 

 

37.1

%

 

 

438,612

 

 

 

36.1

%

Total deposits

 

$

1,196,767

 

 

 

100.0

%

 

$

1,215,914

 

 

 

100.0

%

 

Total deposits at June 30, 2016 were $1.20 billion, a decrease of $19.1 million, or 1.6%, compared to total deposits of $1.22 billion at December 31, 2015.  The decrease in total deposits is primarily due to decreases in interest-bearing demand deposits of $25.1 million, or 7.9%, partially offset by increases in time deposits of $5.0 million, or 1.1%, and savings and money market deposits of $951 thousand, or 0.3%. The increase in non-interest-bearing demand deposits is primarily from consumer checking, escrow accounts and small business checking accounts.  The decrease in interest-bearing demand accounts is due to the use of tax monies by public funds customers.  The increase in time deposits is primarily due to customers migrating to term deposits and the attractiveness of our rates in our market partially offset by reductions in public funds customer balances as the tax monies are expended.

Included in the savings and money market deposits are brokered deposit balances of $3.1 million as of June 30, 2016 and $3.9 million as of December 31, 2015.  These balances represent customer funds placed in the Insured Cash Sweep (“ICS”) service that allows Equity Bank to break large money market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit.  Although classified as brokered deposits for regulatory purposes, funds placed through the ICS service are Equity Bank’s customer relationships that management views as core funding. Brokered certificates of deposit as of June 30, 2016 were $4.0 million and $4.2 million at December 31, 2015.  These balances were customer funds placed in the Certificate of Deposit Account Registry Service (“CDARS”) program. CDARS allows Equity Bank to break large time deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit.  Although classified as brokered deposits for regulatory purposes, funds placed through the CDARS program are Equity Bank’s customer relationships that management views as core funding.

The following table provides information on the maturity distribution of time deposits of $100 or more as of June 30, 2016 and December 31, 2015:

 

 

 

June 30,

2016

 

 

December 31,

2015

 

 

 

(Dollars in thousands)

 

3 months or less

 

$

68,598

 

 

$

39,837

 

Over 3 through 6 months

 

 

36,328

 

 

 

42,803

 

Over 6 through 12 months

 

 

77,868

 

 

 

96,888

 

Over 12 months

 

 

95,484

 

 

 

99,086

 

Total Time Deposits

 

$

278,278

 

 

$

278,614

 

 

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities.  Short-term borrowings and long-term borrowings include federal funds purchased and retail repurchase agreements, FHLB advances, a bank stock loan, and subordinated debentures.

Federal funds purchased and retail repurchase agreements: We have available federal funds lines of credit with our correspondent banks. As of June 30, 2016 and December 31, 2015, there were no federal funds purchased outstanding.  Retail

61


repurchase agreements outstanding represent the purchase of interests in securities by banking customers.  Retail repurchase agreements are stated at the amount of cash received in connection with the transaction.  We do not account for any of our repurchase agreements as sales for accounting purposes in our financial statements.  Repurchase agreements with banking customers are settled on the following business day.  Retail repurchase agreements are secured by investment securities held by us totaling $24.0 million at June 30, 2016 and $25.8 million at December 31, 2015.  The agreements are on a day-to-day basis and can be terminated on demand.  At June 30, 2016 and December 31, 2015, we had retail repurchase agreements with banking customers of $22.8 million and $20.8 million.

FHLB advances: FHLB advances include both draws against our line of credit and fixed rate term advances.  Each term advance is payable in full at its maturity date and contains provision for prepayment penalties.  At June 30, 2016 and December 31, 2015 we had no term advances with the FHLB.  Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements.  Our FHLB borrowings were collateralized by certain qualifying loans totaling $303.3 million at June 30, 2016.  Based on this collateral and our holdings of FHLB stock, we were eligible to borrow an additional $149.8 million at June 30, 2016.

Bank stock loan: In July 2014, we borrowed $15.5 million from an unaffiliated financial institution, secured by our stock in Equity Bank. In September 2015, we amended and restated the loan agreement and borrowed an additional $5.0 million.  At December 31, 2015, $18.6 million was outstanding on the bank stock loan at a fixed rate of 4.00% (computed on the basis of a 360-day year and the actual number of days elapsed) until July 2019.  This borrowing was repaid on January 4, 2016 using proceeds from our IPO.

On January 28, 2016, we entered into a new agreement with the same lender that provides for a maximum borrowing facility of $20.0 million, secured by our stock in Equity Bank.  The borrowing facility will mature on January 26, 2017.  Each draw of funds on the facility will create a separate note that is repayable over a term of five years.  Each note will bear interest at a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily.  Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five year term of each separate note.  We are also required to pay an unused commitment fee in an amount equal to twenty basis points per annum on the unused portion of the maximum borrowing facility.  We can use the proceeds from the borrowing facility to fund future acquisitions and for general corporate purposes approved by the lender.  At June 30, 2016, no borrowings were outstanding on the bank stock loan.

The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants.  We believe we are in compliance with the terms of the borrowing facility and have not been otherwise notified of noncompliance.

Subordinated debentures: In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II (“CTII”) and FCB Capital Trust III (“CTIII”).  The trust preferred securities issued by CTII accrue and pay distributions quarterly at three-month LIBOR plus 2.00% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on April 15, 2035 or upon earlier redemption.  The trust preferred securities issued by CTIII accrue and pay distributions quarterly at three-month LIBOR plus 1.89% on the stated liquidation amount of the trust preferred securities.  These trust preferred securities are mandatorily redeemable upon maturity on June 15, 2037 or upon earlier redemption. The subordinated debentures balance was $9.4 million at June 30, 2016 and $9.3 million at December 31, 2015.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions in general will largely determine access to appropriate levels of liquidity.  This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis.  We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly, and monthly basis.

62


Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs.  Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows.  In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the six-month periods ended June 30, 2016 and June 30, 2015 our liquidity needs have primarily been met by core deposits, security and loan maturities and amortizing investment and loan portfolios.  Other funding sources include federal funds purchased, brokered certificates of deposit, and borrowings from the FHLB.

Our largest sources of funds are deposits and FHLB borrowings and largest uses of funds are loans and securities.  Average loans were $947.3 million for the six months ended June 30, 2016, an increase of 16.1% over December 31, 2015 average balance.  Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth.  Our securities portfolio has a weighted average life of 3.7 years and a modified duration of 3.5 years at June 30, 2016.

Cash and cash equivalents were $46.2 million at June 30, 2016, a decrease of $10.6 million from the $56.8 million cash and cash equivalents at December 31, 2015.  The net cash provided by operating activities of $7.3 million and the net cash provided by investing activities of $32.2 million were offset by the $50.1 million use of cash and cash equivalents for financing activities, resulting in a net use of cash and cash equivalents of $10.6 million.  Cash and cash equivalents at January 1, 2016 plus liquidity provided by operating activities, pay downs, sales and maturities of investment securities and FHLB borrowings during the first six months of 2016 were used to originate or purchase loans, to redeem deposits, pay off the bank stock loan in the amount of $18.6 million and redeem the Series C preferred stock in the amount of $16.4 million.  We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base and FHLB advances and other borrowing relationships.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets.  We enter into these transactions to meet the financing needs of our customers.  These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.  Our exposure to credit loss is represented by the contractual amounts of these commitments.  The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Our commitments associated with outstanding standby and performance letters of credit and commitments to extend credit expiring by period as of June 30, 2016 are summarized below.  Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements:

Credit Extensions Commitments

As of June 30, 2016

 

 

 

1 Year

or Less

 

 

More Than

1 Year but

Less Than

3 Years

 

 

3 Years or

More but

Less Than

5 Years

 

 

5 Years

or More

 

 

Total

 

 

 

(Dollars in thousands)

 

Standby and performance letters of credit

 

$

3,464

 

 

$

1,368

 

 

$

5

 

 

$

 

 

$

4,837

 

Commitments to extend credit

 

 

92,183

 

 

 

35,573

 

 

 

35,369

 

 

 

46,537

 

 

 

209,662

 

Total

 

$

95,647

 

 

$

36,941

 

 

$

35,374

 

 

$

46,537

 

 

$

214,499

 

 

Standby and Performance Letters of Credit: Standby letters of credit are irrevocable commitments issued by us to guarantee the performance of a customer to a third party once specified pre-conditions are met.  Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.  Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations.  The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.

63


Commitments to Extend Credit: Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements.  Each customer’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate, and residential real estate.  Mortgage loans in the process of origination represent amounts that we plan to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.

Capital Resources

Capital management consists of providing equity to support our current and future operations.  The federal bank regulators view capital levels as important indicators of an institution’s financial soundness.  As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold.  As a bank holding company and a state-chartered-Fed-member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can initiate regulatory action. Management believes as of June 30, 2016 and December 31, 2015, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver.  As of June 30, 2016, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital, and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

Total stockholders’ equity was $158.2 million at June 30, 2016, a decrease of $9.0 million, or 5.4%, compared with December 31, 2015.  The decrease was principally attributable to the redemption of Series C preferred stock of $16.4 million, partially offset by an increase in retained earnings of $6.3 million, an increase in the value of the securities portfolio recognized in other accumulated comprehensive earnings of $639 thousand, stock based compensation of $282 thousand and common stock issued upon exercise of stock options of $121.

In July 2013, the federal banking agencies published final rules establishing a new comprehensive capital framework for U.S. banking organizations.  These rules became effective as applied to the Company and Equity Bank on January 1, 2015, with a phase in period from January 1, 2015 through January 1, 2019.  Beginning in January 2016, the implementation of the capital conservation buffer was effective for the Company starting at the 0.625% level and increasing 0.625% each year thereafter, until it reaches 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company's ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers.  The following table provides a comparison of the Company’s and Equity Bank’s leverage and risk-weighted capital ratios as of June 30, 2016 to the minimum and well-capitalized regulatory standards.

64


Capital Adequacy Analysis

As of June 30, 2016

 

 

 

Actual

 

 

Minimum Required for

Capital Adequacy

Purposes

 

 

 

To be Categorized as

Well Capitalized

Under Prompt

Corrective Action

Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

 

Amount

 

 

Ratio

 

 

 

(Dollars in thousands)

 

The Company(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

$

158,238

 

 

 

14.45

%

 

$

87,598

 

 

 

8.00

%

 

$

N/A

 

 

N/A

 

Tier 1 capital (to risk weighted assets)

 

 

152,208

 

 

 

13.90

%

 

 

65,698

 

 

 

6.00

%

 

 

N/A

 

 

N/A

 

Common equity tier 1 capital (to risk weighted

   assets)

 

 

142,837

 

 

 

13.04

%

 

 

49,274

 

 

 

4.50

%

 

 

N/A

 

 

N/A

 

Tier 1 leverage capital (to average assets)

 

 

152,208

 

 

 

9.32

%

 

 

65,352

 

 

 

4.00

%

 

 

N/A

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Bank(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

$

144,892

 

 

 

13.22

%

 

$

87,707

 

 

 

8.00

%

 

$

 

109,634

 

 

 

10.00

%

Tier 1 capital (to risk weighted assets)

 

 

138,862

 

 

 

12.67

%

 

 

65,780

 

 

 

6.00

%

 

 

 

87,707

 

 

 

8.00

%

Common equity tier 1 capital (to risk weighted

   assets)

 

 

138,862

 

 

 

12.67

%

 

 

49,335

 

 

 

4.50

%

 

 

 

71,262

 

 

 

6.50

%

Tier 1 leverage capital (to average assets)

 

 

138,862

 

 

 

8.49

%

 

 

65,407

 

 

 

4.00

%

 

 

 

81,759

 

 

 

5.00

%

 

(1)

The Federal Reserve may require the Company to maintain capital ratios above the required minimums.

(2)

The FDIC may require the Equity Bank to maintain capital ratios above the required minimums

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Quarterly Report as being “non-GAAP financial measures.”  In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheet or statements of cash flows.  Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Quarterly Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP.  Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Quarterly Report may differ from that of other companies reporting measures with similar names.  You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this Quarterly Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization and mortgage servicing asset; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and tangible book value per common share as tangible common equity (as described in clause (a)) divided by diluted shares of common stock outstanding.  For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets.  Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

65


The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share, and diluted tangible book value per common share and compares these values with book value per common share:

 

 

 

June 30,

2016

 

 

March 31,

2016

 

 

December 31,

2015

 

 

September 30,

2015

 

 

June 30,

2015

 

 

 

(Dollars in thousands, except per share data)

 

Total stockholders’ equity

 

$

158,188

 

 

$

155,092

 

 

$

167,233

 

 

$

126,054

 

 

$

121,748

 

Less: preferred stock

 

 

 

 

 

 

 

 

16,372

 

 

 

16,365

 

 

 

16,363

 

Less: goodwill

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

Less: core deposit intangibles, net

 

 

1,376

 

 

 

1,462

 

 

 

1,549

 

 

 

926

 

 

 

986

 

Less: mortgage servicing asset

 

 

26

 

 

 

28

 

 

 

29

 

 

 

 

 

 

 

Tangible common equity

 

$

138,656

 

 

$

135,472

 

 

$

131,153

 

 

$

90,633

 

 

$

86,269

 

Common shares outstanding at period end

 

 

8,219,415

 

 

 

8,211,727

 

 

 

8,211,727

 

 

 

6,270,727

 

 

 

6,270,727

 

Diluted common shares outstanding at period end

 

 

8,334,445

 

 

 

8,317,882

 

 

 

8,332,762

 

 

 

6,296,227

 

 

 

6,289,407

 

Book value per common share

 

$

19.25

 

 

$

18.89

 

 

$

18.37

 

 

$

17.49

 

 

$

16.81

 

Tangible book value per common share

 

$

16.87

 

 

$

16.50

 

 

$

15.97

 

 

$

14.45

 

 

$

13.76

 

Tangible book value per diluted common share

 

$

16.64

 

 

$

16.29

 

 

$

15.74

 

 

$

14.39

 

 

$

13.72

 

 

Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) tangible common equity as total stockholders’ equity less goodwill; core deposit intangibles, net of accumulated amortization and mortgage servicing asset; (b) tangible assets as total assets less goodwill; core deposit intangibles, net of accumulated amortization and mortgage servicing asset; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)).  For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets.  Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets:

 

 

 

June 30,

2016

 

 

March 31,

2016

 

 

December 31,

2015

 

 

September 30,

2015

 

 

June 30,

2015

 

 

 

(Dollars in thousands)

 

Total stockholders’ equity

 

$

158,188

 

 

$

155,092

 

 

$

167,233

 

 

$

126,054

 

 

$

121,748

 

Less: preferred stock

 

 

 

 

 

 

 

 

16,372

 

 

 

16,365

 

 

 

16,363

 

Less: goodwill

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

Less: core deposit intangibles, net

 

 

1,376

 

 

 

1,462

 

 

 

1,549

 

 

 

926

 

 

 

986

 

Less: mortgage servicing asset

 

 

26

 

 

 

28

 

 

 

29

 

 

 

 

 

 

 

Tangible common equity

 

$

138,656

 

 

$

135,472

 

 

$

131,153

 

 

$

90,633

 

 

$

86,269

 

Total assets

 

$

1,544,857

 

 

$

1,528,729

 

 

$

1,585,727

 

 

$

1,413,355

 

 

$

1,350,719

 

Less: goodwill

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

 

 

18,130

 

Less: core deposit intangibles, net

 

 

1,376

 

 

 

1,462

 

 

 

1,549

 

 

 

926

 

 

 

986

 

Less: mortgage servicing asset

 

 

26

 

 

 

28

 

 

 

29

 

 

 

 

 

 

 

Tangible assets

 

$

1,525,325

 

 

$

1,509,109

 

 

$

1,566,019

 

 

$

1,394,299

 

 

$

1,331,603

 

Equity to assets

 

 

10.24

%

 

 

10.15

%

 

 

10.55

%

 

 

8.92

%

 

 

9.01

%

Tangible common equity to tangible assets

 

 

9.09

%

 

 

8.98

%

 

 

8.37

%

 

 

6.50

%

 

 

6.48

%

 

66


Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) average tangible common equity as total average stockholders’ equity less average goodwill; core deposit intangibles, net of accumulated amortization; mortgage servicing asset and preferred stock; (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus intangible asset amortization less tax effect on intangible assets amortization; and (c) return on average tangible common equity as annualized adjusted net income allocable to common stockholders (as described in clause (b)) average tangible common equity (as described in clause (a)).  For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes that this measure is important to many investors in the marketplace who are interested in earnings quality on tangible common equity.  Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, return on average stockholders equity and return on average tangible common equity:

 

 

 

As of and for the three months ended

 

 

 

June 30,

2016

 

 

March 31,

2016

 

 

December 31,

2015

 

 

September 30,

2015

 

 

June 30,

2015

 

 

 

(Dollars in thousands)

 

Total average stockholders’ equity

 

$

156,403

 

 

$

153,929

 

 

$

140,207

 

 

$

123,595

 

 

$

120,066

 

Less: average intangible assets and preferred stock

 

 

21,309

 

 

 

20,616

 

 

 

29,314

 

 

 

35,144

 

 

 

34,463

 

Average tangible common equity

 

$

135,094

 

 

$

133,313

 

 

$

110,893

 

 

$

88,451

 

 

$

85,603

 

Net income allocable to common stockholders

 

$

2,846

 

 

$

3,439

 

 

$

2,506

 

 

$

2,693

 

 

$

2,526

 

Amortization of intangible assets

 

 

88

 

 

 

88

 

 

 

93

 

 

 

61

 

 

 

61

 

Less: tax effect of intangible assets amortization

 

 

31

 

 

 

31

 

 

 

33

 

 

 

21

 

 

 

21

 

Adjusted net income allocable to common

   stockholders

 

$

2,903

 

 

$

3,496

 

 

$

2,566

 

 

$

2,733

 

 

$

2,566

 

Return on total average stockholders’ equity

   (ROAE) annualized

 

 

7.32

%

 

 

8.99

%

 

 

7.23

%

 

 

8.78

%

 

 

8.58

%

Return on average tangible common equity

   (ROATCE) annualized

 

 

8.64

%

 

 

10.55

%

 

 

9.18

%

 

 

12.26

%

 

 

12.02

%

 

Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate the efficiency ratio by dividing non-interest expense, excluding merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gain from securities transactions.  The GAAP-based efficiency ratio is non-interest expenses divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gain from securities transactions and net gain on acquisition.

67


The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio:

 

 

 

Three months ended

 

 

 

June 30,

2016

 

 

March 31,

2016

 

 

December 31,

2015

 

 

September 30,

2015

 

 

June 30,

2015

 

 

 

(Dollars in thousands)

 

Non-interest expense

 

$

9,941

 

 

$

9,689

 

 

$

11,664

 

 

$

8,866

 

 

$

9,027

 

Less: Merger expenses

 

 

 

 

 

 

 

 

1,614

 

 

 

77

 

 

 

 

Less: Loss on debt extinguishment

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

 

Non-interest expense, excluding merger expenses

   and loss on debt extinguishment

 

$

9,941

 

 

$

9,631

 

 

$

10,050

 

 

$

8,789

 

 

$

9,027

 

Net interest income

 

$

12,194

 

 

$

12,758

 

 

$

12,313

 

 

$

11,450

 

 

$

11,466

 

Non-interest income

 

$

2,452

 

 

$

2,698

 

 

$

3,325

 

 

$

2,032

 

 

$

2,048

 

Less: net gain from securities transactions

 

 

59

 

 

 

420

 

 

 

386

 

 

 

 

 

 

2

 

Less: net gain on acquisition

 

 

 

 

 

 

 

 

682

 

 

 

 

 

 

 

Non-interest income, excluding net gain from securities transactions and net gain on acquisition

 

$

2,393

 

 

$

2,278

 

 

$

2,257

 

 

$

2,032

 

 

$

2,046

 

Net interest income plus non-interest income,

   excluding net gain from securities transactions

   and net gains on acquisition

 

$

14,587

 

 

$

15,036

 

 

$

14,570

 

 

$

13,482

 

 

$

13,512

 

Non-interest expense to net interest income

   plus non-interest income

 

 

67.88

%

 

 

62.69

%

 

 

74.59

%

 

 

65.76

%

 

 

66.80

%

Efficiency Ratio

 

 

68.15

%

 

 

64.05

%

 

 

68.98

%

 

 

65.19

%

 

 

66.81

%

 

 

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Our asset-liability policy provides guidelines to management for effective funds management, and management has established a measurement system for monitoring net interest rate sensitivity position within established guidelines.

As a financial institution, the primary component of market risk is interest rate volatility.  Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term held-to-maturity.  Interest rate risk is the potential of economic gains or losses due to future interest rate changes.  These changes can be reflected in future net interest income and/or fair market values.  The objective is to measure the effect on net interest income (“NII”) and economic value of equity (“EVE”) and to adjust the balance sheet to minimize the inherent risk, while at the same time maximizing income.

We manage exposure to interest rates by structuring the balance sheet in the ordinary course of business.  We have the ability to enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk; however, currently we do not have a material exposure to these instruments.  We also have the ability to enter into interest rate swaps as an accommodation to our customers in connection with an interest rate swap program.  Based upon the nature of its operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”), which is composed of certain members of senior management, in accordance with policies approved by the Board of Directors.  The ALCO formulates strategies based on appropriate levels of interest rate risk.  In determining the appropriate level of interest rate risk, the ALCO considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors.  The ALCO meets monthly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, securities purchase and sale activities, commitments to originate loans and the maturities of investment securities and borrowings.  Additionally, the ALCO reviews liquidity, projected cash flows, maturities of deposits and consumer and commercial deposit activity.

ALCO uses a simulation analysis to monitor and manage the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income.  The simulation tests the sensitivity of NII and EVE. Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment securities portfolio.  Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts.  The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the future NII and EVE.  Actual results will differ from the model’s simulated results due to timing,

68


magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The change in the impact of net interest income from the base case for June 30, 2016 and December 31, 2015, was primarily driven by the rate and mix of variable and fixed rate financial instruments, the underlying duration of the financial instruments, and the level of response to changes in the interest rate environment.  The increase in the level of negative impact to net interest income in the up interest rate shock scenarios are due to the assumed migration of non-term deposit liabilities to higher rate term deposits; the level of fixed rate investments and loans receivable that will not reprice to higher rates; the variable rate Federal Home Loan Bank advances; the variable rate subordinated debentures, and the non-term deposits that are assumed not to migrate to term deposits that are variable rate and will reprice to the higher rates; and a portion of our portfolio of variable rate loans contain restrictions on the amount of repricing and frequency of repricing that limit the amount of repricing to the current higher rates.  These factors result in the negative impacts to net interest income in the up interest rate shock scenarios that are detailed in the table below. In the down interest rate shock scenario the main drivers of the negative impact on net interest income are the decrease in investment income due to the negative convexity features of the fixed rate mortgage backed securities; assumed prepayment of existing fixed rate loans receivable; the downward pricing of variable rate loans receivable; the constraint of the shock on non-term deposits; and the level of term deposit repricing.  Our mortgage back security portfolio is comprised of fixed rate investments and as rates decrease the level of prepayments are assumed to increase and cause the current higher rate investments to prepay and the assumed reinvestment will be at lower interest rates. Similar to our mortgage backed securities, the model assumes that our fixed rate loans receivable will prepay at a faster rate and reinvestment will occur at lower rates.  The level of downward shock on the non-term deposits is constrained to limit the downward shock to a non-zero rate which results in a minimal reduction in the average rate paid.  Term deposits repricing will only decrease the average cost paid by a minimal amount due to the assumed repricing occurring at maturity.  These factors result in the negative impact to net interest income in the down interest rate shock scenario.

The change in the EVE from the base case for June 30, 2016 and December 31, 2015 is due to us being in a liability sensitive position and the level of convexity in our pre-payable assets.  Generally, with a liability sensitive position, as interest rates increase the value of your assets decrease faster than the value of liabilities and as interest rates decrease the value of your assets increase at a faster rate than liabilities.  However, due to the level of convexity in our fixed rate pre-payable assets we do not experience a similar change in the value of assets in a down interest rate shock scenario.  Substantially all investments and approximately 46.2% of loans are pre-payable and fixed rate and as rates decrease the level of modeled prepayments increase.  The prepaid principal is assumed to reprice at the assumed current rates, resulting in a smaller positive impact to the EVE.

Management utilizes static balance sheet rate shocks to estimate the potential impact on various rate scenarios.  This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet.  The following table summarizes the simulated immediate change in net interest income for twelve months as of the dates indicated:

Market Risk

 

 

 

Impact on Net Interest Income

 

Change in prevailing interest rates

 

June 30,

2016

 

 

December 31,

2015

 

+300 basis points

 

 

(6.1

)%

 

 

(9.8

)%

+200 basis points

 

 

(3.1

)%

 

 

(6.1

)%

+100 basis points

 

 

(0.8

)%

 

 

(2.9

)%

0 basis points

 

 

 

 

 

 

-100 basis points

 

 

(3.5

)%

 

 

(4.0

)%

 

 

 

Impact on Economic Value

of Equity

 

Change in prevailing interest rates

 

June 30,

2016

 

 

December 31,

2015

 

+300 basis points

 

 

(10.6

)%

 

 

(22.0

)%

+200 basis points

 

 

(2.7

)%

 

 

(12.3

)%

+100 basis points

 

 

5.1

%

 

 

(4.9

)%

0 basis points

 

 

 

 

 

 

-100 basis points

 

 

(2.2

)%

 

 

(3.4

)%

 

 

69


Item 4: Controls and Procedures

Evaluation of disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgement in evaluating its controls and procedures.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported with the time periods specified by the SEC’s rules and forms.

Changes in internal control over financial reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

70


PART II—OTHER INFORMATION

 

 

Item 1: Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business.  See “NOTE 11 – LEGAL MATTERS” of the Condensed Notes to Interim Consolidated Financial Statements under Item 1 to this Quarterly report for a complete discussion of litigation matters.

 

 

Item 1A: Risk Factors

There has been no material changes in the Company’s risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 17, 2016.

 

 

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

Recent Sales of Unregistered Equity Securities

None

Use of Proceeds

None

 

 

Item 3: Defaults Upon Senior Securities

None

 

 

Item 4: Mine Safety Disclosures

Not applicable.

 

 

Item 5: Other Information

None

 

 

Item 6: Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits following our signature page and is incorporated by reference or attached hereto.

 

 

71


SIGNATURES

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

 

 

 

Equity Bancshares, Inc.

 

 

 

 

 

August 15, 2016

 

By:

 

/s/ Brad S. Elliott

Date

 

 

 

Brad S. Elliott

 

 

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

August 15, 2016

 

By:

 

/s/ Gregory H. Kossover

Date

 

 

 

Gregory H. Kossover

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

72


EQUITY BANCHSHARES, INC.

INDEX TO EXHIBITS

 

Exhibit

No.

 

Description

2.1

 

Agreement and Plan of Reorganization, dated as of July 14, 2016, by and between Equity Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K filed with SEC on July 14, 2016).

10.1

 

Form of Voting Agreement, dated as of July 14, 2016, by and among Equity Bancshares, Inc., Brad S. Elliott, Community First Bancshares, Inc. and the stockholders party thereto (incorporated by reference to Exhibit A to Exhibit 2.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K filed with SEC on July 14, 2016).

10.2

 

Form of Director Support Agreement, dated as of July 14, 2016, by and between Equity Bancshares, Inc. and each of the directors of Community First Bancshares, Inc. (incorporated by reference to Exhibit B to Exhibit 2.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K filed with SEC on July 14, 2016).

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

 

XBRL Instance Document.

101.SCH*

 

XBRL Taxonomy Extension Schema Document.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

*

Filed herewith.

**

These exhibits are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

 

73