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GLACIER BANCORP, INC. - Quarter Report: 2012 September (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
______________________________________________________________________
FORM 10-Q
______________________________________________________________________
ý Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012
 
¨ 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 000-18911
______________________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
 ______________________________________________________________________
MONTANA
81-0519541
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
 
 
49 Commons Loop, Kalispell, Montana
59901
(Address of principal executive offices)
(Zip Code)
(406) 756-4200
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report) 
______________________________________________________________________
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.    ý  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).    ý  Yes    No  ¨
Indicate by checkmark 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
ý
 
Accelerated Filer
¨
Non-Accelerated Filer
¨
 
Smaller reporting Company
¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨  Yes    ý  No
The number of shares of Registrant’s common stock outstanding on October 23, 2012 was 71,937,222. No preferred shares are issued or outstanding.


Table of Contents

Glacier Bancorp, Inc.
Quarterly Report on Form 10-Q
Index
 
 
Page
Part I. Financial Information
 
Item 1 – Financial Statements
 




Table of Contents

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Financial Condition
 
(Dollars in thousands, except per share data)
September 30,
2012
 
December 31,
2011
Assets
 
 
 
Cash on hand and in banks
$
98,772

 
104,674

Interest bearing cash deposits
73,627

 
23,358

Cash and cash equivalents
172,399

 
128,032

Investment securities, available-for-sale
3,586,355

 
3,126,743

Loans held for sale
118,986

 
95,457

Loans receivable
3,408,094

 
3,466,135

Allowance for loan and lease losses
(136,660
)
 
(137,516
)
Loans receivable, net
3,271,434

 
3,328,619

Premises and equipment, net
159,386

 
158,872

Other real estate owned
57,650

 
78,354

Accrued interest receivable
39,359

 
34,961

Deferred tax asset
20,462

 
31,081

Core deposit intangible, net
6,665

 
8,284

Goodwill
106,100

 
106,100

Non-marketable equity securities
50,363

 
49,694

Other assets
43,046

 
41,709

Total assets
$
7,632,205

 
7,187,906

Liabilities
 
 
 
Non-interest bearing deposits
$
1,180,066

 
1,010,899

Interest bearing deposits
4,023,031

 
3,810,314

Securities sold under agreements to repurchase
414,836

 
258,643

Federal Home Loan Bank advances
917,021

 
1,069,046

Other borrowed funds
10,152

 
9,995

Subordinated debentures
125,382

 
125,275

Accrued interest payable
4,654

 
5,825

Other liabilities
66,906

 
47,682

Total liabilities
6,742,048

 
6,337,679

Stockholders’ Equity
 
 
 
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding

 

Common stock, $0.01 par value per share, 117,187,500 shares authorized
719

 
719

Paid-in capital
641,737

 
642,882

Retained earnings - substantially restricted
199,845

 
173,139

Accumulated other comprehensive income
47,856

 
33,487

Total stockholders’ equity
890,157

 
850,227

Total liabilities and stockholders’ equity
$
7,632,205

 
7,187,906

Number of common stock shares issued and outstanding
71,937,222

 
71,915,073



See accompanying notes to unaudited condensed consolidated financial statements.

3

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Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Operations
 
Three Months ended
 
Nine Months ended
(Dollars in thousands, except per share data)
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Interest Income
 
 
 
 
 
 
 
Residential real estate loans
$
7,740

 
7,990

 
23,019

 
24,862

Commercial loans
30,293

 
32,585

 
91,764

 
98,620

Consumer and other loans
8,826

 
10,224

 
26,809

 
30,885

Investment securities
15,156

 
20,634

 
52,499

 
57,001

Total interest income
62,015

 
71,433

 
194,091

 
211,368

Interest Expense
 
 
 
 
 
 
 
Deposits
4,485

 
6,218

 
14,048

 
19,890

Securities sold under agreements to repurchase
395

 
357

 
997

 
1,033

Federal Home Loan Bank advances
3,116

 
3,491

 
9,715

 
9,132

Federal funds purchased and other borrowed funds
53

 
60

 
176

 
155

Subordinated debentures
858

 
1,171

 
2,613

 
4,087

Total interest expense
8,907

 
11,297

 
27,549

 
34,297

Net Interest Income
53,108

 
60,136

 
166,542

 
177,071

Provision for loan losses
2,700

 
17,175

 
19,250

 
55,825

Net interest income after provision for loan losses
50,408

 
42,961

 
147,292

 
121,246

Non-Interest Income
 
 
 
 
 
 
 
Service charges and other fees
11,939

 
11,563

 
33,722

 
33,101

Miscellaneous loan fees and charges
1,080

 
973

 
3,139

 
2,878

Gain on sale of loans
8,728

 
5,121

 
23,063

 
14,106

Gain on sale of investments

 
813

 

 
346

Other income
2,227

 
2,466

 
6,179

 
5,751

Total non-interest income
23,974

 
20,936

 
66,103

 
56,182

Non-Interest Expense
 
 
 
 
 
 
 
Compensation and employee benefits
24,046

 
21,607

 
71,290

 
64,380

Occupancy and equipment
6,001

 
6,027

 
17,794

 
17,709

Advertising and promotions
1,820

 
1,762

 
4,935

 
4,881

Outsourced data processing
801

 
740

 
2,435

 
2,304

Other real estate owned
6,373

 
7,198

 
15,394

 
14,359

Federal Deposit Insurance Corporation premiums
1,767

 
1,638

 
4,779

 
6,159

Core deposit intangibles amortization
532

 
599

 
1,619

 
1,916

Goodwill impairment charge

 
40,159

 

 
40,159

Other expense
8,838

 
8,568

 
27,167

 
25,127

Total non-interest expense
50,178

 
88,298

 
145,413

 
176,994

Income (Loss) Before Income Taxes
24,204

 
(24,401
)
 
67,982

 
434

Federal and state income tax expense (benefit)
4,760

 
(5,353
)
 
13,224

 
(2,689
)
Net Income (Loss)
$
19,444

 
(19,048
)
 
54,758

 
3,123

Basic earnings (loss) per share
$
0.27

 
(0.27
)
 
0.76

 
0.04

Diluted earnings (loss) per share
$
0.27

 
(0.27
)
 
0.76

 
0.04

Dividends declared per share
$
0.13

 
0.13

 
0.39

 
0.39

Average outstanding shares - basic
71,933,141

 
71,915,073

 
71,925,664

 
71,915,073

Average outstanding shares - diluted
71,973,985

 
71,915,073

 
71,925,761

 
71,915,073

See accompanying notes to unaudited condensed consolidated financial statements.

4

Table of Contents

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income
 
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Net Income (Loss)
$
19,444

 
(19,048
)
 
54,758

 
3,123

Other Comprehensive Income, Net of Tax
 
 
 
 
 
 
 
Unrealized gains on available-for-sale securities
8,733

 
25,498

 
31,965

 
64,680

Reclassification adjustment for gains included in net income

 
(813
)
 

 
(346
)
Net unrealized gains on securities
8,733

 
24,685

 
31,965

 
64,334

Tax effect
(3,398
)
 
(9,674
)
 
(12,435
)
 
(25,212
)
Net of tax amount
5,335

 
15,011

 
19,530

 
39,122

Unrealized losses on derivatives used for cash flow hedges
(2,507
)
 

 
(8,446
)
 

Tax effect
975

 

 
3,285

 

Net of tax amount
(1,532
)
 

 
(5,161
)
 

Total other comprehensive income, net of tax
3,803

 
15,011

 
14,369

 
39,122

Total Comprehensive Income (Loss)
$
23,247

 
(4,037
)
 
69,127

 
42,245































See accompanying notes to unaudited condensed consolidated financial statements.

5

Table of Contents

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
Nine Months ended September 30, 2012 and 2011
 
(Dollars in thousands, except per share data)
Common Stock
 
Paid-in Capital
 
Retained
Earnings
Substantially Restricted
 
Accumulated
Other Compre-
hensive Income
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2010
71,915,073

 
$
719

 
643,894

 
193,063

 
528

 
838,204

Comprehensive income

 

 

 
3,123

 
39,122

 
42,245

Cash dividends declared ($0.39 per share)

 

 

 
(28,047
)
 

 
(28,047
)
Stock-based compensation and related taxes

 

 
(1,014
)
 

 

 
(1,014
)
Balance at September 30, 2011
71,915,073

 
$
719

 
642,880

 
168,139

 
39,650

 
851,388

Balance at December 31, 2011
71,915,073

 
$
719

 
642,882

 
173,139

 
33,487

 
850,227

Comprehensive income

 

 

 
54,758

 
14,369

 
69,127

Cash dividends declared ($0.39 per share)

 

 

 
(28,052
)
 

 
(28,052
)
Stock issuances under stock incentive plans
22,149

 

 
323

 

 

 
323

Stock-based compensation and related taxes

 

 
(1,468
)
 

 

 
(1,468
)
Balance at September 30, 2012
71,937,222

 
$
719

 
641,737

 
199,845

 
47,856

 
890,157





























See accompanying notes to unaudited condensed consolidated financial statements.

6

Table of Contents

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
 
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
Operating Activities
 
 
 
Net cash provided by operating activities
$
152,956

 
158,495

Investing Activities
 
 
 
Proceeds from sales, maturities and prepayments of investment securities, available-for-sale
1,397,533

 
670,810

Purchases of investment securities, available-for-sale
(1,873,893
)
 
(1,171,083
)
Principal collected on loans
706,240

 
678,236

Loans originated or acquired
(716,729
)
 
(577,733
)
Net addition of premises and equipment and other real estate owned
(7,896
)
 
(13,560
)
Proceeds from sale of other real estate owned
28,483

 
31,356

Net (purchase) sale of non-marketable equity securities
(664
)
 
15,357

Net cash used in investment activities
(466,926
)
 
(366,617
)
Financing Activities
 
 
 
Net increase in deposits
381,884

 
248,626

Net increase in securities sold under agreements to repurchase
156,193

 
52,417

Net decrease in Federal Home Loan Bank advances
(152,025
)
 
(76,088
)
Net increase in federal funds purchased and other borrowed funds
264

 
39,894

Cash dividends paid
(28,052
)
 
(28,047
)
Excess tax deficiencies from stock options exercised
(8
)
 

Proceeds from stock options exercised
81

 

Net cash provided by financing activities
358,337

 
236,802

Net increase in cash and cash equivalents
44,367

 
28,680

Cash and cash equivalents at beginning of period
128,032

 
105,091

Cash and cash equivalents at end of period
$
172,399

 
133,771

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid during the period for interest
$
28,721

 
35,850

Cash paid during the period for income taxes
18,081

 
6,319

Sale and refinancing of other real estate owned
1,578

 
4,333

Transfer of loans to other real estate owned
21,029

 
64,478











See accompanying notes to unaudited condensed consolidated financial statements.

7

Table of Contents

Glacier Bancorp, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
1.
Nature of Operations and Summary of Significant Accounting Policies

General
Glacier Bancorp, Inc. (the “Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individual and corporate customers in Montana, Idaho, Wyoming, Colorado, Utah and Washington through eleven divisions of its wholly-owned bank subsidiary, Glacier Bank (the “Bank”). The Company is subject to competition from other financial service providers. The Company is also subject to the regulations of certain government agencies and undergoes periodic examinations by those regulatory authorities.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial condition as of September 30, 2012, the results of operations and comprehensive income for the three and nine month periods ended September 30, 2012 and 2011, and changes in stockholders’ equity and cash flows for the nine month periods ended September 30, 2012 and 2011. The condensed consolidated statement of financial condition of the Company as of December 31, 2011 has been derived from the audited consolidated statements of the Company as of that date.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Operating results for the nine months ended September 30, 2012 are not necessarily indicative of the results anticipated for the year ending December 31, 2012.

Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for loan and lease losses (“ALLL” or “allowance”), 2) the valuations related to investments and real estate acquired in connection with foreclosures or in satisfaction of loans, and 3) the evaluation of goodwill impairment. In connection with the determination of the ALLL and other real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to investments are obtained from independent third parties. Estimates relating to the evaluation of goodwill for impairment are determined based on internal calculations using significant independent party inputs.

Principles of Consolidation
The consolidated financial statements of the Company include the accounts of the parent holding company and the Bank. All significant inter-company transactions have been eliminated in consolidation.

The Company formed GBCI Other Real Estate (“GORE”) to isolate certain bank foreclosed properties for legal protection and administrative purposes and the remaining properties are currently held for sale. GORE is included in the Bank operating segment due to its insignificant activity.


8

Table of Contents

The Company owns the following trust subsidiaries, each of which issued trust preferred securities as Tier 1 capital instruments: Glacier Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans Bancorporation Trust I, First Company Statutory Trust 2001 and First Company Statutory Trust 2003. The trust subsidiaries are not consolidated into the Company’s financial statements.

On April 30, 2012, the Company combined its eleven bank subsidiaries into eleven bank divisions within Glacier Bank, such divisions operating with the same names and management teams as before the combination. Prior to the combination of the bank subsidiaries, the Company considered its eleven bank subsidiaries, GORE, and the parent holding company to be its operating segments. Subsequent to the combination of the bank subsidiaries, the Company considers the Bank to be its sole operating segment. The change to combining the bank subsidiaries into a single segment is appropriate as the Bank 1) engages in similar bank business activity from which it earns revenues and incurs expenses, 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank, and 3) financial information is available for the Bank.

Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The Company also has equity investments in Low-Income Housing Tax Credit (“LIHTC”) partnerships. The CDEs and the LIHTC partnerships are variable interest entities (“VIE”).

The following table summarizes the carrying amounts of the VIE’s assets and liabilities included in the Company’s consolidated financial statements at September 30, 2012 and December 31, 2011:
 
 
September 30, 2012
 
December 31, 2011
(Dollars in thousands)
CDE (NMTC)
 
LIHTC
 
CDE (NMTC)
 
LIHTC
Assets
 
 
 
 
 
 
 
Loans receivable
$
35,480

 

 
32,748

 

Premises and equipment, net

 
15,726

 

 
15,996

Accrued interest receivable
112

 

 
116

 

Other assets
1,167

 
143

 
1,439

 
31

Total assets
$
36,759

 
15,869

 
34,303

 
16,027

Liabilities
 
 
 
 
 
 
 
Other borrowed funds
$
4,629

 
3,639

 
4,629

 
3,306

Accrued interest payable
3

 
5

 
4

 
9

Other liabilities
92

 
148

 
186

 
363

Total liabilities
$
4,724

 
3,792

 
4,819

 
3,678


Amounts presented in the table above are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company.


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Table of Contents

Loans Receivable
Loans that are intended to be held-to-maturity are reported at the unpaid principal balance less net charge-offs and adjusted for deferred fees and costs on originated loans and unamortized premiums or discounts on acquired loans. Interest income is reported using the interest method and includes discount accretion and premium amortization on acquired loans and net loan fees on originated loans which are amortized over the expected life of the loans using a method that approximates the level-yield interest method. The Company’s loan segments include residential real estate, commercial, and consumer loans. The Company’s loan classes, a further disaggregation of segments, include residential real estate loans (residential real estate segment), commercial real estate and other commercial loans (commercial segment), and home equity and other consumer loans (consumer segment).

Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on nonaccrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy customers who have the willingness and capacity for debt repayment. In determining whether non-restructured or unimpaired loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are impaired or troubled debt restructurings ("TDR"), the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:
analysis of global, i.e., aggregate debt service for total debt obligations;
assessment of the value and security protection of collateral pledged using current market conditions and alternative market
assumptions across a variety of potential future situations; and
loan structures and related covenants.


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The Company considers impaired loans to be the primary credit quality indicator for monitoring the credit quality of the loan portfolio. Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans 90 days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., TDR). The Company measures impairment on a loan-by-loan basis in the same manner for each class within the loan portfolio. An insignificant delay or shortfall in the amounts of payments would not cause a loan or lease to be considered impaired. The Company determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all of the facts and circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest due.

A restructured loan is considered a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. A TDR loan is considered an impaired loan and a specific valuation allowance is established when the fair value of the collateral-dependent loan or present value of the loan's expected future cash flows (discounted at the loan's effective interest rate based on the original contractual rate) is lower than the carrying value of the impaired loan. The Company made the following types of loan modifications, some of which were considered a TDR:
Reduction of the stated interest rate for the remaining term of the debt;
Extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt
having similar risk characteristics; and
Reduction of the face amount of the debt as stated in the debt agreements.

For additional information relating to loans, see Note 3.

Allowance for Loan and Lease Losses
Based upon management’s analysis of the Company’s loan portfolio, the balance of the ALLL is an estimate of probable credit losses known and inherent within each bank subsidiary’s loan portfolio as of the date of the consolidated financial statements. The ALLL is analyzed at the loan class level and is maintained within a range of estimated losses. Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The determination of the ALLL and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about all known relevant internal and external environmental factors that affect loan losses. The balance of the ALLL is highly dependent upon management’s evaluations of borrowers’ current and prospective performance, appraisals and other variables affecting the quality of the loan portfolio. Individually significant loans and major lending areas are reviewed periodically to determine potential problems at an early date. Changes in management’s estimates and assumptions are reasonably possible and may have a material impact upon the Company’s consolidated financial statements, results of operations or capital.


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Table of Contents

The ALLL consists of a specific valuation allowance component and a general valuation allowance component. The specific component relates to loans that are determined to be impaired and individually evaluated for impairment. The Company measures impairment on a loan-by-loan basis based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except when it is determined that repayment of the loan is expected to be provided solely by the underlying collateral. For impairment based on expected future cash flows, the Company considers all information available as of a measurement date, including past events, current conditions, potential prepayments, and estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the loan. For alternative ranges of cash flows, the likelihood of the possible outcomes is considered in determining the best estimate of expected future cash flows. The effective interest rate for a loan restructured in a TDR is based on the original contractual rate. For collateral-dependent loans and real estate loans for which foreclosure or a deed-in-lieu of foreclosure is probable, impairment is measured by the fair value of the collateral, less estimated cost to sell. The fair value of the collateral is determined primarily based upon appraisal or evaluation of the underlying real property value.

The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors. The historical loss experience is based on the previous twelve quarters loss experience by loan class adjusted for risk characteristics in the existing loan portfolio. The same trends and conditions are evaluated for each class within the loan portfolio; however, the risk characteristics are weighted separately at the individual class level based on each of the bank divisions’ judgment and experience.

The changes in trends and conditions of certain items include the following:
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses;
Changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;
Changes in the nature and volume of the portfolio and in the terms of loans;
Changes in experience, ability, and depth of lending management and other relevant staff;
Changes in the volume and severity of past due and nonaccrual loans;
Changes in the quality of the Company’s loan review system;
Changes in the value of underlying collateral for collateral-dependent loans;
The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and
The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio.

The ALLL is increased by provisions for loan losses which are charged to expense. The portions of loan balances determined by management to be uncollectible are charged-off as a reduction of the ALLL. Recoveries of amounts previously charged-off are credited as an increase to the ALLL. The Company's charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until such time as it is sold.


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Impact of Recent Authoritative Accounting Guidance
The Accounting Standards Codification (“ASC”) is the Financial Accounting Standards Board’s (“FASB”) officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative.

In September 2011, FASB amended FASB ASC Topic 350, Intangibles - Goodwill and Other. The amendment provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the entity concludes it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective prospectively during interim and annual periods beginning after December 15, 2011 and early adoption is permitted. The Company has evaluated the impact of the adoption of this amendment and determined there was not a material effect on the Company’s financial position or results of operations.

In June 2011, FASB amended FASB ASC Topic 220, Comprehensive Income. The amendment provides an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220) defers the specific requirement of the amendment to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. The amendments are effective retrospectively during interim and annual periods beginning after December 15, 2011. The Company has evaluated the impact of the adoption of this amendment and determined there was not a material effect on the Company’s financial position or results of operations.

In May 2011, FASB amended FASB ASC Topic 820, Fair Value Measurement. The amendment achieves common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendment changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendment is effective prospectively during interim and annual periods beginning after December 15, 2011. The Company has evaluated the impact of the adoption of this amendment and determined there was not a material effect on the Company’s financial position or results of operations.

    
   

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2.
Investment Securities, Available-for-Sale

A comparison of the amortized cost and estimated fair value of the Company’s investment securities designated as available-for-sale is presented below.
 
 
September 30, 2012
 
Weighted
 
Amortized
 
Gross Unrealized
 
Fair
(Dollars in thousands)
Yield
 
Cost
 
Gains
 
Losses
 
Value
U.S. government and federal agency
 
 
 
 
 
 
 
 
 
Maturing after one year through five years
1.62
%
 
$
202

 
2

 

 
204

U.S. government sponsored enterprises
 
 
 
 
 
 
 
 
 
Maturing after one year through five years
2.32
%
 
19,376

 
413

 

 
19,789

Maturing after five years through ten years
1.90
%
 
70

 
1

 

 
71

 
2.32
%
 
19,446

 
414

 

 
19,860

State and local governments
 
 
 
 
 
 
 
 
 
Maturing within one year
0.95
%
 
45,469

 
8

 
(3
)
 
45,474

Maturing after one year through five years
2.11
%
 
143,651

 
4,652

 
(109
)
 
148,194

Maturing after five years through ten years
2.83
%
 
43,065

 
1,406

 
(50
)
 
44,421

Maturing after ten years
4.71
%
 
918,714

 
81,821

 
(746
)
 
999,789

 
4.16
%
 
1,150,899

 
87,887

 
(908
)
 
1,237,878

Corporate bonds
 
 
 
 
 
 
 
 
 
Maturing within one year
1.63
%
 
21,420

 
108

 

 
21,528

Maturing after one year through five years
2.35
%
 
200,106

 
3,355

 
(28
)
 
203,433

Maturing after five years through ten years
2.30
%
 
18,088

 
437

 
(7
)
 
18,518

 
2.28
%
 
239,614

 
3,900

 
(35
)
 
243,479

Collateralized debt obligations
 
 
 
 
 
 
 
 
 
Maturing after ten years
8.03
%
 
2,847

 

 
(85
)
 
2,762

Residential mortgage-backed securities
1.87
%
 
2,077,671

 
10,489

 
(5,988
)
 
2,082,172

Total investment securities
2.66
%
 
$
3,490,679

 
102,692

 
(7,016
)
 
3,586,355


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December 31, 2011
 
Weighted
 
Amortized
 
Gross Unrealized
 
Fair
(Dollars in thousands)
Yield
 
Cost
 
Gains
 
Losses
 
Value
U.S. government and federal agency
 
 
 
 
 
 
 
 
 
Maturing after one year through five years
1.62
%
 
$
204

 
4

 

 
208

U.S. government sponsored enterprises
 
 
 
 
 
 
 
 
 
Maturing within one year
1.58
%
 
3,979

 
17

 

 
3,996

Maturing after one year through five years
2.36
%
 
26,399

 
682

 

 
27,081

Maturing after five years through ten years
1.90
%
 
78

 

 

 
78

 
2.26
%
 
30,456

 
699

 

 
31,155

State and local governments
 
 
 
 
 
 
 
 
 
Maturing within one year
1.31
%
 
4,786

 
3

 
(2
)
 
4,787

Maturing after one year through five years
2.22
%
 
89,752

 
2,660

 
(22
)
 
92,390

Maturing after five years through ten years
2.59
%
 
63,143

 
2,094

 
(19
)
 
65,218

Maturing after ten years
4.84
%
 
845,657

 
57,138

 
(535
)
 
902,260

 
4.44
%
 
1,003,338

 
61,895

 
(578
)
 
1,064,655

Corporate bonds
 
 
 
 
 
 
 
 
 
Maturing after one year through five years
2.55
%
 
60,810

 
261

 
(1,264
)
 
59,807

Maturing after five years through ten years
2.38
%
 
2,409

 
21

 

 
2,430

 
2.54
%
 
63,219

 
282

 
(1,264
)
 
62,237

Collateralized debt obligations
 
 
 
 
 
 
 
 
 
Maturing after ten years
8.03
%
 
5,648

 

 
(282
)
 
5,366

Residential mortgage-backed securities
1.70
%
 
1,960,167

 
10,138

 
(7,183
)
 
1,963,122

Total investment securities
2.64
%
 
$
3,063,032

 
73,018

 
(9,307
)
 
3,126,743


Included in the residential mortgage-backed securities are $49,441,000 and $49,252,000 as of September 30, 2012 and December 31, 2011, respectively, of non-guaranteed private label whole loan mortgage-backed securities of which none of the underlying collateral is considered “subprime.”

Maturities of securities do not reflect repricing opportunities present in adjustable rate securities, nor do they reflect expected shorter maturities based upon early prepayment of principal. Weighted yields are based on the level-yield method taking into account premium amortization and discount accretion. Weighted yields on tax-exempt investment securities exclude the federal income tax benefit.


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Table of Contents

The cost of each investment sold is determined by specific identification. Gain or loss on sale of investments consists of the following: 
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Gross proceeds
$

 
10,708

 

 
18,916

Less amortized cost

 
(9,895
)
 

 
(18,570
)
Net gain on sale of investments
$

 
813

 

 
346

Gross gain on sale of investments
$

 
825

 

 
1,048

Gross loss on sale of investments

 
(12
)
 

 
(702
)
Net gain on sale of investments
$

 
813

 

 
346


Investments with an unrealized loss position are summarized as follows:
 
 
September 30, 2012
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
State and local governments
$
98,691

 
(823
)
 
5,418

 
(85
)
 
104,109

 
(908
)
Corporate bonds
13,024

 
(35
)
 

 

 
13,024

 
(35
)
Collateralized debt obligations

 

 
2,762

 
(85
)
 
2,762

 
(85
)
Residential mortgage-backed securities
844,499

 
(4,396
)
 
118,764

 
(1,592
)
 
963,263

 
(5,988
)
Total temporarily impaired securities
$
956,214

 
(5,254
)
 
126,944

 
(1,762
)
 
1,083,158

 
(7,016
)
 
 
December 31, 2011
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
State and local governments
$
26,434

 
(90
)
 
9,948

 
(488
)
 
36,382

 
(578
)
Corporate bonds
31,782

 
(1,264
)
 

 

 
31,782

 
(1,264
)
Collateralized debt obligations

 

 
5,366

 
(282
)
 
5,366

 
(282
)
Residential mortgage-backed securities
943,372

 
(6,850
)
 
8,244

 
(333
)
 
951,616

 
(7,183
)
Total temporarily impaired securities
$
1,001,588

 
(8,204
)
 
23,558

 
(1,103
)
 
1,025,146

 
(9,307
)

With respect to the Company's review of its securities in an unrealized loss position at September 30, 2012, management determined that it did not intend to sell and there was no expected requirement to sell any of its impaired securities. Based on an analysis of its impaired securities as of September 30, 2012 and December 31, 2011, the Company determined that none of such securities had other-than-temporary impairment.


    

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Table of Contents

3.
Loans Receivable, Net

The following schedules summarize the activity in the ALLL on a portfolio class basis:
 
 
Three Months ended September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
137,459

 
18,139

 
79,098

 
20,570

 
10,904

 
8,748

Provision for loan losses
2,700

 
209

 
(1,210
)
 
2,859

 
(555
)
 
1,397

Charge-offs
(5,052
)
 
(1,172
)
 
(586
)
 
(1,441
)
 
(1,044
)
 
(809
)
Recoveries
1,553

 
73

 
453

 
241

 
679

 
107

Balance at end of period
$
136,660

 
17,249

 
77,755

 
22,229

 
9,984

 
9,443

 
 
Three Months ended September 30, 2011
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
139,795

 
17,412

 
79,885

 
19,615

 
13,625

 
9,258

Provision for loan losses
17,175

 
2,846

 
9,729

 
2,399

 
1,444

 
757

Charge-offs
(19,980
)
 
(1,030
)
 
(14,531
)
 
(1,557
)
 
(1,448
)
 
(1,414
)
Recoveries
1,103

 
35

 
607

 
166

 
225

 
70

Balance at end of period
$
138,093

 
19,263

 
75,690

 
20,623

 
13,846

 
8,671

 
 
Nine Months ended September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
137,516

 
17,227

 
76,920

 
20,833

 
13,616

 
8,920

Provision for loan losses
19,250

 
2,294

 
11,800

 
4,163

 
(1,025
)
 
2,018

Charge-offs
(24,789
)
 
(2,492
)
 
(13,120
)
 
(3,797
)
 
(3,402
)
 
(1,978
)
Recoveries
4,683

 
220

 
2,155

 
1,030

 
795

 
483

Balance at end of period
$
136,660

 
17,249

 
77,755

 
22,229

 
9,984

 
9,443

 
 
Nine Months ended September 30, 2011
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
137,107

 
20,957

 
76,147

 
19,932

 
13,334

 
6,737

Provision for loan losses
55,825

 
2,143

 
33,426

 
9,006

 
3,859

 
7,391

Charge-offs
(58,298
)
 
(4,187
)
 
(35,850
)
 
(8,723
)
 
(3,751
)
 
(5,787
)
Recoveries
3,459

 
350

 
1,967

 
408

 
404

 
330

Balance at end of period
$
138,093

 
19,263

 
75,690

 
20,623

 
13,846

 
8,671



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Table of Contents

The following schedules disclose the ALLL and loans receivable on a portfolio class basis:
 
 
September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
18,562

 
3,252

 
8,410

 
4,436

 
257

 
2,207

Collectively evaluated for impairment
118,098

 
13,997

 
69,345

 
17,793

 
9,727

 
7,236

Total allowance for loan and lease losses
$
136,660

 
17,249

 
77,755

 
22,229

 
9,984

 
9,443

Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
226,440

 
29,945

 
141,717

 
35,672

 
12,054

 
7,052

Collectively evaluated for impairment
3,181,654

 
498,232

 
1,510,335

 
585,235

 
394,850

 
193,002

Total loans receivable
$
3,408,094

 
528,177

 
1,652,052

 
620,907

 
406,904

 
200,054

 
 
December 31, 2011
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Allowance for loan and lease losses
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
18,828

 
2,659

 
9,756

 
4,233

 
584

 
1,596

Collectively evaluated for impairment
118,688

 
14,568

 
67,164

 
16,600

 
13,032

 
7,324

Total allowance for loan and lease losses
$
137,516

 
17,227

 
76,920

 
20,833

 
13,616

 
8,920

Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
258,659

 
24,453

 
162,959

 
49,962

 
14,750

 
6,535

Collectively evaluated for impairment
3,207,476

 
492,354

 
1,509,100

 
573,906

 
425,819

 
206,297

Total loans receivable
$
3,466,135

 
516,807

 
1,672,059

 
623,868

 
440,569

 
212,832


Substantially all of the Company’s loan receivables are with customers in the Company’s geographic market areas. Although the Company has a diversified loan portfolio, a substantial portion of its customers’ ability to honor their obligations is dependent upon the economic performance in the Company’s market areas. Net deferred fees, costs, premiums, and discounts of $1,792,000 and $3,123,000 were included in the loans receivable balance at September 30, 2012 and December 31, 2011, respectively.


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Table of Contents

The following schedules disclose the impaired loans by portfolio class basis:
 
 
At or for the Three or Nine Months ended September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
74,256

 
11,663

 
34,943

 
22,354

 
804

 
4,492

Unpaid principal balance
84,807

 
11,787

 
44,929

 
22,743

 
852

 
4,496

Specific valuation allowance
18,562

 
3,252

 
8,410

 
4,436

 
257

 
2,207

Average balance - three months
78,067

 
15,010

 
35,513

 
21,981

 
1,326

 
4,237

Average balance - nine months
80,131

 
14,163

 
37,807

 
23,030

 
1,398

 
3,733

Loans without a specific valuation allowance

 
 
 
 
 
 
 
 
 
 
Recorded balance
$
152,184

 
18,282

 
106,774

 
13,318

 
11,250

 
2,560

Unpaid principal balance
164,411

 
19,041

 
116,157

 
14,863

 
11,753

 
2,597

Average balance - three months
154,105

 
16,771

 
107,599

 
15,207

 
11,452

 
3,076

Average balance - nine months
168,387

 
15,411

 
115,520

 
21,569

 
12,562

 
3,325

Totals

 
 
 
 
 
 
 
 
 
 
Recorded balance
$
226,440

 
29,945

 
141,717

 
35,672

 
12,054

 
7,052

Unpaid principal balance
249,218

 
30,828

 
161,086

 
37,606

 
12,605

 
7,093

Specific valuation allowance
18,562

 
3,252

 
8,410

 
4,436

 
257

 
2,207

Average balance - three months
232,172

 
31,781

 
143,112

 
37,188

 
12,778

 
7,313

Average balance - nine months
248,518

 
29,574

 
153,327

 
44,599

 
13,960

 
7,058

 
 
At or for the Year ended December 31, 2011
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
77,717

 
11,111

 
39,971

 
22,087

 
1,219

 
3,329

Unpaid principal balance
85,514

 
11,177

 
47,569

 
22,196

 
1,238

 
3,334

Specific valuation allowance
18,828

 
2,659

 
9,756

 
4,233

 
584

 
1,596

Average balance
66,871

 
10,330

 
38,805

 
13,395

 
1,284

 
3,057

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
180,942

 
13,342

 
122,988

 
27,875

 
13,531

 
3,206

Unpaid principal balance
208,828

 
14,741

 
139,962

 
35,174

 
15,097

 
3,854

Average balance
168,983

 
14,730

 
123,231

 
19,963

 
8,975

 
2,084

Totals
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
258,659

 
24,453

 
162,959

 
49,962

 
14,750

 
6,535

Unpaid principal balance
294,342

 
25,918

 
187,531

 
57,370

 
16,335

 
7,188

Specific valuation allowance
18,828

 
2,659

 
9,756

 
4,233

 
584

 
1,596

Average balance
235,854

 
25,060

 
162,036

 
33,358

 
10,259

 
5,141


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Table of Contents

Interest income recognized on impaired loans for the periods ended September 30, 2012 and December 31, 2011 was not significant.

The following is a loans receivable aging analysis on a portfolio class basis:
 
 
September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
19,937

 
663

 
11,959

 
3,828

 
2,441

 
1,046

Accruing loans 60-89 days past due
8,497

 
1,150

 
3,946

 
984

 
1,721

 
696

Accruing loans 90 days or more past due
3,271

 
551

 
787

 
1,301

 
356

 
276

Non-accrual loans
115,856

 
18,941

 
71,721

 
14,178

 
7,738

 
3,278

Total past due and non-accrual loans
147,561

 
21,305

 
88,413

 
20,291

 
12,256

 
5,296

Current loans receivable
3,260,533

 
506,872

 
1,563,639

 
600,616

 
394,648

 
194,758

Total loans receivable
$
3,408,094

 
528,177

 
1,652,052

 
620,907

 
406,904

 
200,054

 
 
December 31, 2011
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
31,386

 
9,038

 
12,683

 
3,279

 
4,092

 
2,294

Accruing loans 60-89 days past due
17,700

 
2,678

 
11,660

 
1,034

 
1,276

 
1,052

Accruing loans 90 days or more past due
1,413

 
59

 
108

 
1,060

 
156

 
30

Non-accrual loans
133,689

 
11,881

 
87,956

 
21,685

 
10,272

 
1,895

Total past due and non-accrual loans
184,188

 
23,656

 
112,407

 
27,058

 
15,796

 
5,271

Current loans receivable
3,281,947

 
493,151

 
1,559,652

 
596,810

 
424,773

 
207,561

Total loans receivable
$
3,466,135

 
516,807

 
1,672,059

 
623,868

 
440,569

 
212,832



20

Table of Contents

The following is a summary of the TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted during the periods presented on a portfolio class basis:
 
 
Three Months ended September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Troubled debt restructurings
 
 
 
 
 
 
 
 
 
 
 
Number of loans
46

 
1

 
21

 
19

 
2

 
3

Pre-modification recorded balance
$
38,125

 
280

 
20,866

 
16,601

 
219

 
159

Post-modification recorded balance
$
35,475

 
281

 
18,242

 
16,571

 
222

 
159

Troubled debt restructurings that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
3

 
2

 

 

 
1

 

Recorded balance
$
1,792

 
1,622

 

 

 
170

 


 
Nine Months ended September 30, 2012
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Troubled debt restructurings
 
 
 
 
 
 
 
 
 
 
 
Number of loans
149

 
9

 
61

 
60

 
9

 
10

Pre-modification recorded balance
$
66,580

 
1,981

 
37,712

 
25,033

 
1,314

 
540

Post-modification recorded balance
$
61,944

 
1,982

 
33,080

 
25,025

 
1,317

 
540

Troubled debt restructurings that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
17

 
2

 
10

 
3

 
1

 
1

Recorded balance
$
10,204

 
1,622

 
7,553

 
801

 
170

 
58


The majority of TDRs occurring in most loan classes was a result of an extension of the maturity date which aggregated 56 percent of total TDRs. For commercial real estate, the class with the largest dollar amount of TDRs, approximately 44 percent was a result of an extension of the maturity date and 24 percent was due to a combination of an interest rate reduction, extension of the maturity date, or reduction in the face amount.

In addition to the TDRs that occurred during the period provided in the preceding table, the Company had TDRs with pre-modification loan balances of $30,261,000 for the nine months ended September 30, 2012, for which other real estate owned was received in full or partial satisfaction of the loans. The majority of such TDRs was in residential real estate.
 
   
    

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Table of Contents

4.
Goodwill

The following schedule discloses the changes in the carrying value of goodwill:
 
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Net carrying value at beginning of period
$
106,100

 
146,259

 
106,100

 
146,259

Impairment charge

 
(40,159
)
 

 
(40,159
)
Net carrying value at end of period
106,100

 
106,100

 
106,100

 
106,100

 
The gross carrying value of goodwill and the accumulated impairment charge consists of the following:

(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
 
 
 
Gross carrying value
146,259

 
146,259

 
 
 
 
Accumulated impairment charge
(40,159
)
 
(40,159
)
 
 
 
 
Net carrying value
$
106,100

 
106,100

 
 
 
 

Prior to April 30, 2012, the Company had eleven bank subsidiary reporting units, each of which had a goodwill impairment assessment. On April 30, 2012, the Company combined its eleven bank subsidiaries into a single commercial bank and the eleven bank division reporting units are now aggregated for assessment of goodwill impairment. The Company has identified that the divisions are components of the Glacier Bank operating segment since there are segment managers of the divisions; however, the components can be aggregated due to the components having similar economic characteristics.

The Company performed its annual goodwill impairment test during the third quarter of 2012 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company's goodwill was not considered impaired. Due to high levels of volatility and dislocation in prices of shares of publicly-held, exchange listed banking companies in 2011, a goodwill impairment charge was recognized by the Company during the third quarter of 2011.
 
   
   

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Table of Contents

5.
Derivatives and Hedging Activities

The Company’s interest rate derivative financial instruments as of September 30, 2012 are as follows:
 
(Dollars in thousands)
Forecasted
Notional  Amount
 
Variable
Interest Rate 1
 
Fixed
Interest Rate 1
 
Term
Interest rate swap
$
160,000

 
3 month LIBOR
 
3.378
%
 
Oct. 21, 2014 - Oct. 21, 2021 2
Interest rate swap
100,000

 
3 month LIBOR
 
2.498
%
 
Nov. 30, 2015 - Nov. 30, 2022 2
1 The Company pays the fixed interest rate and the counterparties pay the Company the variable interest rate.
2 No cash will be exchanged prior to the term.
The hedging strategy converts the LIBOR based variable interest rate on forecasted borrowings to a fixed interest rate, thereby protecting the Company from floating interest rate variability.

The following table summarizes the fair value of the Company’s interest rate derivative financial instruments:
 
 
 
 
Fair Value
(Dollars in thousands)
Balance Sheet
Location
 
September 30, 2012
 
December 31, 2011
Interest rate swap
Other liabilities
 
$
17,352

 
8,906


Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparties in the form of investment securities totaling $21,942,000 at September 30, 2012. There was $0 collateral pledged from the counterparties to the Company as of September 30, 2012. There is the possibility that the Company may need to pledge additional collateral in the future if there were further declines in the fair value.

6.
Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, included in stockholders’ equity, are as follows:
 
(Dollars in thousands)
September 30, 2012
 
December 31, 2011
Unrealized gains on available-for-sale securities
$
95,676

 
63,711

Tax effect
(37,218
)
 
(24,783
)
Net of tax amount
58,458

 
38,928

Unrealized losses on derivatives used for cash flow hedges
(17,352
)
 
(8,906
)
Tax effect
6,750

 
3,465

Net of tax amount
(10,602
)
 
(5,441
)
Total accumulated other comprehensive income
$
47,856

 
33,487


    
   

23

Table of Contents

7.
Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding stock options were exercised, using the treasury stock method.

Basic and diluted earnings per share has been computed based on the following:
 
 
Three Months ended
 
Nine Months ended
(Dollars in thousands, except per share data)
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Net income (loss) available to common stockholders, basic and diluted
$
19,444

 
(19,048
)
 
54,758

 
3,123

Average outstanding shares - basic
71,933,141

 
71,915,073

 
71,925,664

 
71,915,073

Add: dilutive stock options and awards
40,844

 

 
97

 

Average outstanding shares - diluted
71,973,985

 
71,915,073

 
71,925,761

 
71,915,073

Basic earnings (loss) per share
$
0.27

 
(0.27
)
 
0.76

 
0.04

Diluted earnings (loss) per share
$
0.27

 
(0.27
)
 
0.76

 
0.04


There were 903,945 and 1,597,959 options excluded from the diluted average outstanding share calculation for the nine months ended September 30, 2012 and 2011, respectively, due to the option exercise price exceeding the market price of the Company’s common stock.

8.
Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
 
Level 1    Quoted prices in active markets for identical assets or liabilities
Level 2
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 for substantially the full term of the assets or liabilities
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2012.


24

Table of Contents

Investment securities: fair value for available-for-sale securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections, and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are classified as Level 3 within the hierarchy.

Fair value determinations of investment securities are the responsibility of the Company’s corporate accounting department. The Company contracts with independent third party pricing vendors to generate fair value estimates on a monthly basis. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels within the fair value hierarchy. The review includes the extent to which markets for investment securities are determined to have limited or no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets, with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. The Company makes independent inquiries of other knowledgeable parties in testing the reliability of the inputs, including consideration for illiquidity, credit risk, and cash flow estimates. In assessing credit risk, the Company reviews payment performance, collateral adequacy, credit rating histories, and issuers’ financial statements with follow-up discussion with issuers. For those markets determined to be inactive, the valuation techniques used are models for which management verifies that discount rates are appropriately adjusted to reflect illiquidity and credit risk. The Company also independently obtains cash flow estimates that are stressed at levels that exceed those used by the independent third party pricing vendors.

Interest rate swap derivative agreements: fair values for interest rate swap derivative agreements are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. The inputs used to determine fair value include the 3 month Libor forward curve to estimate variable rate cash inflows and the spot Libor curve to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The Company also obtains and compares the reasonableness of the pricing from an independent party.


25

Table of Contents

The following schedules disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis: 
 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value September 30, 2012
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Investment securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
204

 

 
204

 

U.S. government sponsored enterprises
19,860

 

 
19,860

 

State and local governments
1,237,878

 

 
1,237,878

 

Corporate bonds
243,479

 

 
243,479

 

Collateralized debt obligations
2,762

 

 
2,762

 

Residential mortgage-backed securities
2,082,172

 

 
2,082,172

 

Total assets measured at fair value on a recurring basis
$
3,586,355

 

 
3,586,355

 

Interest rate swaps
$
17,352

 

 
17,352

 

Total liabilities measured at fair value on a recurring basis
$
17,352

 

 
17,352

 


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2011
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Investment securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
208

 

 
208

 

U.S. government sponsored enterprises
31,155

 

 
31,155

 

State and local governments
1,064,655

 

 
1,064,655

 

Corporate bonds
62,237

 

 
62,237

 

Collateralized debt obligations
5,366

 

 
5,366

 

Residential mortgage-backed securities
1,963,122

 

 
1,963,122

 

Total assets measured at fair value on a recurring basis
$
3,126,743

 

 
3,126,743

 

Interest rate swaps
$
8,906

 

 
8,906

 

Total liabilities measured at fair value on a recurring basis
$
8,906

 

 
8,906

 



26

Table of Contents

Level 3 Reconciliation
There were no Level 3 fair value measurements during the nine month period ended September 30, 2012.

The following schedule reconciles the opening and closing balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period ended September 30, 2011:
 
 
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
 
 
 
Investment Securities
(Dollars in thousands)
Total
 
Collateralized
Debt
Obligations
 
Residential
Mortgage-backed
Securities
Balance at December 31, 2010
$
6,751

 
6,595

 
156

Total unrealized gains (losses) for the period included in other comprehensive income
2,011

 
2,095

 
(84
)
Amortization, accretion and principal payments
(2,240
)
 
(2,240
)
 

Balance at September 30, 2011
$
6,522

 
6,450

 
72


Non-recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2012.

Other real estate owned (“OREO”): OREO is carried at the lower of fair value at acquisition date or estimated fair value, less estimated cost to sell. Estimated fair value of other real estate owned is based on appraisals or evaluations. OREO is classified within Level 3 of the fair value hierarchy.

Collateral-dependent impaired loans, net of ALLL: loans included in the Company’s financials for which it is probable that the Company will not collect all principal and interest due according to contractual terms are considered impaired. Estimated fair value of collateral-dependent impaired loans is based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company’s credit departments review appraisals for OREO and collateral-dependent loans, giving consideration to the highest and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value. The Company also considers other factors and events in the environment that may affect the fair value. The fair values are reduced by discounts to consider lack of marketability and estimated cost to sell. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may occur. The Company generally obtains appraisals or evaluations (new or updated) annually.


27

Table of Contents

Goodwill: Prior to April 30, 2012, goodwill was evaluated for impairment at the bank subsidiary level at least annually. On April 30, 2012, the Company combined its eleven bank subsidiaries into a single commercial bank and the eleven bank division reporting units are now aggregated for assessment of goodwill impairment. The key inputs used to determine the implied fair value during the first step of the 2012 goodwill impairment analysis included deal prices of comparable transactions and applied premiums and discounts that took into account the aggregated reporting units' earnings and credit metrics. The key inputs used to determine the implied fair value during the 2011 two-step goodwill impairment analysis and the corresponding amount of the impairment charge included quoted market prices of other banks, discounted cash flows and inputs from comparable transactions. These inputs are classified within Level 3 of the fair value hierarchy. The goodwill impairment evaluation is the responsibility of the Company’s corporate accounting department. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. For additional information regarding goodwill and reporting unit(s), see Note 4.

The following schedules disclose the fair value measurement of assets with a recorded change during the period resulting from re-measuring the assets at fair value on a non-recurring basis:
 
 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value September 30, 2012
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Other real estate owned
$
22,330

 

 

 
22,330

Collateral-dependent impaired loans, net of ALLL
46,241

 

 

 
46,241

Total assets measured at fair value on a non-recurring basis
$
68,571

 

 

 
68,571


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2011
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Other real estate owned
$
38,076

 

 

 
38,076

Collateral-dependent impaired loans, net of ALLL
55,339

 

 

 
55,339

Goodwill
24,718

 

 

 
24,718

Total assets measured at fair value on a non-recurring basis
$
118,133

 

 

 
118,133


Fair Value of Financial Instruments
The following is a description of the methods used to estimate the fair value of all other assets and liabilities recognized at amounts other than fair value.

Cash and cash equivalents: fair value is estimated at book value.

Loans held for sale: fair value is estimated at book value due to the insignificant time between origination date and sale date.

28

Table of Contents


Loans receivable, net of ALLL: fair value is estimated by discounting the future cash flows using the rates at which similar notes would be written for the same remaining maturities. The market rates used are based on current rates the Company would impose for similar loans and reflect a market participant assumption about risks associated with non-performance, illiquidity, and the structure and term of the loans along with local economic and market conditions. Estimated fair value of impaired loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All impaired loans are classified as Level 3 and all other loans are classified as Level 2 within the hierarchy.

Accrued interest receivable: fair value is estimated at book value.

Non-marketable equity securities: fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities.

Deposits: fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The market rates used were obtained from a knowledgeable independent third party and reviewed by the Company. The rates were the average of current rates offered by the Company’s local competitors. The estimated fair value of demand, NOW, savings, and money market deposits is the book value since rates are regularly adjusted to market rates and such deposits are classified in Level 1 of the valuation hierarchy. Certificate accounts and wholesale deposits are classified as Level 2 within the hierarchy.

Federal Home Loan Bank (“FHLB”) advances: fair value of non-callable FHLB advances is estimated by discounting the future cash flows using rates of similar advances with similar maturities. These rates were obtained from current rates offered by FHLB. The estimated fair value of callable FHLB advances was obtained from FHLB and the model was reviewed by the Company through discussions with FHLB.

Securities sold under agreements to repurchase (“repurchase agreements”) and other borrowed funds: fair value of term repurchase agreements and other term borrowings is estimated based on current repurchase rates and borrowing rates currently available to the Company for repurchases and borrowings with similar terms and maturities. The estimated fair value for overnight repurchase agreements and other borrowings is book value.

Subordinated debentures: fair value of the subordinated debt is estimated by discounting the estimated future cash flows using current estimated market rates. The market rates used were averages of currently traded trust preferred securities with similar characteristics to the Company’s issuances and obtained from an independent third party.

Accrued interest payable: fair value is estimated at book value.

Off-balance sheet financial instruments: commitments to extend credit and letters of credit represent the principal categories of off-balance sheet financial instruments. Rates for these commitments are set at time of loan closing, such that no adjustment is necessary to reflect these commitments at market value. The Company has an insignificant amount of off-balance sheet financial instruments.


29

Table of Contents

The following schedules present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s financial instruments:
 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount September 30, 2012
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
172,399

 
172,399

 

 

Investment securities, available-for-sale
3,586,355

 

 
3,586,355

 

Loans held for sale
118,986

 
118,986

 

 

Loans receivable, net of ALLL
3,271,434

 

 
3,150,882

 
207,878

Accrued interest receivable
39,359

 
39,359

 

 

Non-marketable equity securities
50,363

 

 
50,363

 

Total financial assets
$
7,238,896

 
330,744

 
6,787,600

 
207,878

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
5,203,097

 
3,420,961

 
1,790,276

 

FHLB advances
917,021

 

 
949,696

 

Repurchase agreements and other borrowed funds
424,988

 

 
424,988

 

Subordinated debentures
125,382

 

 

 
68,957

Accrued interest payable
4,654

 
4,654

 

 

Interest rate swaps
17,352

 

 
17,352

 

Total financial liabilities
$
6,692,494

 
3,425,615

 
3,182,312

 
68,957


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount December 31, 2011
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
128,032

 
128,032

 

 

Investment securities, available-for-sale
3,126,743

 

 
3,126,743

 

Loans held for sale
95,457

 
95,457

 

 

Loans receivable, net of ALLL
3,328,619

 

 
3,146,502

 
239,831

Accrued interest receivable
34,961

 
34,961

 

 

Non-marketable equity securities
49,694

 

 
49,694

 

Total financial assets
$
6,763,506

 
258,450

 
6,322,939

 
239,831

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
4,821,213

 
3,132,261

 
1,698,382

 

FHLB advances
1,069,046

 

 
1,099,699

 

Repurchase agreements and other borrowed funds
268,638

 

 
268,642

 

Subordinated debentures
125,275

 

 

 
65,903

Accrued interest payable
5,825

 
5,825

 

 

Interest rate swaps
8,906

 

 
8,906

 

Total financial liabilities
$
6,298,903

 
3,138,086

 
3,075,629

 
65,903


30

Table of Contents

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

Forward Looking Statements
This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as applicable, in this report and the Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Annual Report”), the following factors, among others, could cause actual results to differ materially from the anticipated results:
local and national economic conditions could be less favorable than expected or could have a more direct and pronounced effect on the Company than expected;
the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio, including as a result of declines in the housing and real estate markets in its geographic areas;
increased loan delinquency rates;
the risks presented by a continued economic downturn, which could adversely affect credit quality, loan collateral values, other real estate owned values, investment values, liquidity and capital levels, dividends and loan originations;
changes in market interest rates, which could adversely affect the Company’s net interest income and profitability;
legislative or regulatory changes that adversely affect the Company’s business, ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations;
changes in accounting principles, policies and guidelines applicable to banking;
costs or difficulties related to the integration of acquisitions;
the goodwill the Company has recorded in connection with acquisitions could become additionally impaired, which may have an adverse impact on our earnings and capital;
reduced demand for banking products and services;
the risks presented by public stock market volatility, which could adversely affect the market price of our common stock and our ability to raise additional capital in the future;
competition from other financial services companies in our markets;
loss of services from the senior management team; and
the Company’s success in managing risks involved in the foregoing.

Please take into account that the forward-looking statements only apply as of the date of this report or documents incorporated by reference herein. The Company does not undertake any obligation to publicly correct or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement.


31

Table of Contents

Non-GAAP Financial Measures
In addition to the results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), this Form 10-Q contains certain non-GAAP financial measures. The Company believes that providing these non-GAAP financial measures provides investors with information useful in understanding the Company's financial performance, performance trends, and financial position. While the Company uses these non-GAAP measures in its analysis of the Company's performance, this information should not be considered an alternative to measurements required by GAAP.

The preceding results summary table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures. The reconciling item between the GAAP and non-GAAP financial measures was the prior year third quarter goodwill impairment charge (net of tax) of $32.6 million.
The goodwill impairment charge was $40.2 million with a tax benefit of $7.6 million which resulted in a goodwill impairment charge (net of tax) of $32.6 million. The tax benefit applied only to the $19.4 million of goodwill associated with taxable acquisitions and was determined based on the Company's marginal income tax rate of 38.9 percent.
The diluted earnings per share reconciling item was determined based on the goodwill impairment charge (net of tax) divided by the weighted average diluted shares of 71,915,073.
The goodwill impairment charge (net of tax) was included but not annualized in determining annualized earnings for both the GAAP return on average assets and GAAP return on average equity. The average assets used in the GAAP and non-GAAP return on average assets ratios were $6.996 billion and $6.854 billion for the three and nine month periods, respectively. The average equity used in the GAAP and non-GAAP return on average equity ratios were $877 million and $860 million for the three and nine month periods, respectively.

Financial Condition Analysis

Assets
The following table summarizes the asset balances as of the dates indicated, and the amount of change from December 31, 2011 and September 30, 2011
 
 
 
 
 
 
 
$ Change from
 
$ Change from
(Dollars in thousands)
September 30, 2012
 
December 31, 2011
 
September 30, 2011
 
December 31, 2011
 
September 30, 2011
Cash and cash equivalents
$
172,399

 
128,032

 
133,771

 
44,367

 
38,628

Investment securities, available-for-sale
3,586,355

 
3,126,743

 
2,935,011

 
459,612

 
651,344

Loans receivable
 
 
 
 
 
 
 
 
 
Residential real estate
528,177

 
516,807

 
518,786

 
11,370

 
9,391

Commercial
2,272,959

 
2,295,927

 
2,336,744

 
(22,968
)
 
(63,785
)
Consumer and other
606,958

 
653,401

 
668,052

 
(46,443
)
 
(61,094
)
Loans receivable
3,408,094

 
3,466,135

 
3,523,582

 
(58,041
)
 
(115,488
)
Allowance for loan and lease losses
(136,660
)
 
(137,516
)
 
(138,093
)
 
856

 
1,433

Loans receivable, net
3,271,434

 
3,328,619

 
3,385,489

 
(57,185
)
 
(114,055
)
Other assets
602,017

 
604,512

 
588,418

 
(2,495
)
 
13,599

Total assets
$
7,632,205

 
7,187,906

 
7,042,689

 
444,299

 
589,516



32

Table of Contents

Investment securities increased $182 million, or 5 percent, during the current quarter and increased $651 million, or 22 percent, from September 30, 2011. The Company continues to purchase investment securities to primarily offset the lack of loan growth and to maintain interest income. The increase in investment securities for the current quarter occurred in U.S. Agency collateralized mortgage obligation ("CMO"), corporate and municipal bonds. The majority of the purchases were short weighted-average life CMOs which were significantly offset by CMO principal paydowns during the quarter.  Investment securities represent 47 percent of total assets at September 30, 2012 versus 44 percent at December 31, 2011 and 42 percent at September 30, 2011. 

The continued uncertainty in the sluggish economy and low levels of loan demand continue to put pressure on the Company and was the primary cause of the decrease in the loan portfolio. The loan portfolio decreased during the current quarter by $37.1 million, or 1 percent, to a total of $3.408 billion at September 30, 2012. The largest decrease in dollars during the current quarter was in commercial loans which decreased $20.9 million, or 1 percent, from June 30, 2012. The largest decrease by percentage during the current quarter was in consumer and other loans which decreased $18.8 million, or 3 percent, from June 30, 2012.  The decrease in consumer and other loans was primarily attributable to the reduction in consumer land and lot loans in combination with customers paying down lines of credit and reducing other debt. During the past nine months, the loan portfolio decreased $58 million, or 2 percent, from total loans of $3.466 billion at December 31, 2011. Excluding net charge-offs of $20.1 million and loans of $21.0 million transferred to other real estate owned, loans decreased $16.9 million, or 1 percent annualized, during the past nine months. The Company continues to reduce its exposure to land, lot and other construction loans which totaled $333 million as of September 30, 2012, a decrease of $69 million, or 17 percent, since the prior year third quarter. 

Liabilities
The following table summarizes the liability balances as of the dates indicated, and the amount of change from December 31, 2011 and September 30, 2011: 
 
 
 
 
 
 
 
$ Change from
 
$ Change from
(Dollars in thousands)
September 30, 2012
 
December 31, 2011
 
September 30, 2011
 
December 31, 2011
 
September 30, 2011
Non-interest bearing deposits
$
1,180,066

 
1,010,899

 
996,265

 
169,167

 
183,801

Interest bearing deposits
4,023,031

 
3,810,314

 
3,774,263

 
212,717

 
248,768

Federal funds purchased

 

 
45,000

 

 
(45,000
)
Repurchase agreements
414,836

 
258,643

 
301,820

 
156,193

 
113,016

FHLB advances
917,021

 
1,069,046

 
889,053

 
(152,025
)
 
27,968

Other borrowed funds
10,152

 
9,995

 
14,792

 
157

 
(4,640
)
Subordinated debentures
125,382

 
125,275

 
125,239

 
107

 
143

Other liabilities
71,560

 
53,507

 
44,869

 
18,053

 
26,691

Total liabilities
$
6,742,048

 
6,337,679

 
6,191,301

 
404,369

 
550,747



33

Table of Contents

Another beneficial trend for the Company has been the increase in deposits over the past several years which has allowed the Company to fund the increase in the investment securities portfolio at lower funding costs. The increase in deposits during the first nine months of 2012 and throughout 2011 has been driven by the Company's success in generating new personal and business customer relationships, as well as existing customers retaining cash deposits for liquidity purposes due to the continued uncertainty in the current economic environment. At September 30, 2012, non-interest bearing deposits of $1.180 billion increased $113 million, or 11 percent, since June 30, 2012 and increased $184 million, or 18 percent, since September 30, 2011. Interest bearing deposits of $4.023 billion at September 30, 2012 included $744 million of wholesale deposits of which $167 million were reciprocal deposits (e.g., Certificate of Deposit Account Registry System deposits). In addition to reciprocal deposits, wholesale deposits include brokered deposits classified as NOW, money market deposit and certificate accounts. Interest bearing deposits increased $107 million, or 3 percent, since June 30, 2012 and included an increase of $99.0 million in wholesale deposits. Interest bearing deposits increased $249 million, or 7 percent, from September 30, 2011 and included a increase of $97.4 million in wholesale deposits. 

The Company's level and mix of borrowings has fluctuated as needed to supplement deposit growth and to fund the growth in investment securities. Federal Home Loan Bank ("FHLB") advances decreased $152 million from the prior year and have increased $28.0 million since the prior year third quarter. The increase in funding through repurchase agreements from the prior year end and the prior year third quarter was primarily due to the $116 million in wholesale repurchase agreements as of current quarter end compared to no wholesale repurchase agreements as of year end and only $40.0 million of wholesale repurchase agreements as of the prior year third quarter end. The wholesale repurchase agreements were utilized as a source of low cost alternative funding. 

Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated, and the amount of change from December 31, 2011 and September 30, 2011: 
 
 
 
 
 
 
 
$ Change from
 
$ Change from
(Dollars in thousands, except per share data)
September 30, 2012
 
December 31, 2011
 
September 30, 2011
 
December 31, 2011
 
September 30, 2011
Common equity
$
842,301

 
816,740

 
811,738

 
25,561

 
30,563

Accumulated other comprehensive income
47,856

 
33,487

 
39,650

 
14,369

 
8,206

Total stockholders’ equity
890,157

 
850,227

 
851,388

 
39,930

 
38,769

Goodwill and core deposit intangible, net
(112,765
)
 
(114,384
)
 
(114,941
)
 
1,619

 
2,176

Tangible stockholders’ equity
$
777,392

 
735,843

 
736,447

 
41,549

 
40,945

Stockholders’ equity to total assets
11.66
%
 
11.83
%
 
12.09
%
 
 
 
 
Tangible stockholders’ equity to total tangible assets
10.34
%
 
10.40
%
 
10.63
%
 
 
 
 
Book value per common share
$
12.37

 
11.82

 
11.84

 
0.55

 
0.53

Tangible book value per common share
$
10.81

 
10.23

 
10.24

 
0.58

 
0.57

Market price per share at end of period
$
15.59

 
12.03

 
9.37

 
3.56

 
6.22



34

Table of Contents

Tangible stockholders' equity and tangible book value per share increased $41.5 million and $0.58 per share from the prior year end, resulting in tangible stockholders' equity to tangible assets of 10.34 percent and tangible book value per share of $10.81 as of September 30, 2012. The increases came from earnings retention and an increase in accumulated other comprehensive income.

On September 26, 2012, the Company's Board of Directors declared a cash dividend of $0.13 per share, payable October 18, 2012 to shareholders of record on October 9, 2012. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.

Results of Operations – The Three Months ended September 30, 2012
Compared to the Three Months ended June 30, 2012 and September 30, 2011

Performance Summary 
 
Three Months ended
(Dollars in thousands, except per share data)
September 30,
2012
 
June 30,
2012
 
September 30,
2011
Net income (loss) (GAAP)
$
19,444

 
18,981

 
(19,048
)
Add goodwill impairment charge, net of tax

 

 
32,613

Operating net income (non-GAAP)
$
19,444

 
18,981

 
13,565

Diluted earnings (loss) per share (GAAP)
$
0.27

 
0.26

 
(0.27
)
Add goodwill impairment charge, net of tax

 

 
0.46

Diluted earnings per share (non-GAAP)
$
0.27

 
0.26

 
0.19

Return on average assets (annualized) (GAAP)
1.03
%
 
1.04
%
 
(1.08
)%
Add goodwill impairment charge, net of tax
%
 
%
 
1.85
 %
Return on average assets (annualized) (non-GAAP)
1.03
%
 
1.04
%
 
0.77
 %
Return on average equity (annualized) (GAAP)
8.68
%
 
8.69
%
 
(8.61
)%
Add goodwill impairment charge, net of tax
%
 
%
 
14.74
 %
Return on average equity (annualized) (non-GAAP)
8.68
%
 
8.69
%
 
6.13
 %

The Company reported net income for the current quarter of $19.4 million, an increase of $5.9 million, or 43 percent, compared to $13.6 million of operating net income (net income excluding goodwill impairment charge) for the prior year third quarter. Net operating income is considered a non-GAAP financial measure and additional information regarding this measurement and reconciliation is provided herein. Diluted earnings per share for the current quarter was $0.27 per share, an increase of $0.08, or 42 percent, from the prior year third quarter diluted earnings per share of $0.19.


35

Table of Contents

Revenue Summary
The following tables summarize revenue for the periods indicated, including the amount and percentage change from June 30, 2012 and September 30, 2011:
 
 
Three Months ended
 
 
(Dollars in thousands)
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
 
Net interest income
 
 
 
 
 
 
 
Interest income
$
62,015

 
64,192

 
71,433

 
 
Interest expense
8,907

 
9,044

 
11,297

 
 
Total net interest income
53,108

 
55,148

 
60,136

 
 
Non-interest income
 
 
 
 
 
 
 
Service charges, loan fees, and other fees
13,019

 
12,404

 
12,536

 
 
Gain on sale of loans
8,728

 
7,522

 
5,121

 
 
Loss on sale of investments

 

 
813

 
 
Other income
2,227

 
1,865

 
2,466

 
 
Total non-interest income
23,974

 
21,791

 
20,936

 
 
 
$
77,082

 
76,939

 
81,072

 
 
Net interest margin (tax-equivalent)
3.24
%
 
3.49
%
 
3.92
%
 
 
 
 
$ Change from
 
$ Change from
 
% Change from
 
% Change from
(Dollars in thousands)
June 30,
2012
 
September 30,
2011
 
June 30,
2012
 
September 30,
2011
Net interest income
 
 
 
 
 
 
 
Interest income
$
(2,177
)
 
$
(9,418
)
 
(3
)%
 
(13
)%
Interest expense
(137
)
 
(2,390
)
 
(2
)%
 
(21
)%
Total net interest income
(2,040
)
 
(7,028
)
 
(4
)%
 
(12
)%
Non-interest income
 
 
 
 
 
 
 
Service charges, loan fees, and other fees
615

 
483

 
5
 %
 
4
 %
Gain on sale of loans
1,206

 
3,607

 
16
 %
 
70
 %
Loss on sale of investments

 
(813
)
 
n/m

 
(100
)%
Other income
362

 
(239
)
 
19
 %
 
(10
)%
Total non-interest income
2,183

 
3,038

 
10
 %
 
15
 %
 
$
143

 
$
(3,990
)
 
 %
 
(5
)%


36

Table of Contents

Net Interest Income
The current quarter net interest income of $53.1 million decreased $2.0 million, or 4 percent, over the prior quarter and decreased $7.0 million, or 12 percent, over the prior year third quarter. The current quarter interest income of $62.0 million decreased $2.2 million, or 3 percent, over the prior quarter and decreased $9.4 million, or 13 percent, over the prior year third quarter. The primary driver of the decrease in interest income was the $19.5 million of premium amortization (net of discount accretion) on investment securities in the current quarter which was an increase of $3.6 million over the prior quarter and an increase of $11.3 million over the prior year third quarter. The current quarter decrease in interest expense of $137 thousand, or 2 percent, from the prior quarter and the decrease of $2.4 million, or 21 percent, in interest expense from the prior year third quarter was the result of a decrease in interest rates on deposits as a result of the Company's continued focus on reducing deposit and borrowing costs. The funding cost (including non-interest bearing deposits) for the current quarter was 54 basis points compared to 57 basis points for the prior quarter and 74 basis points for the prior year third quarter. 

The current quarter net interest margin as a percentage of earning assets, on a tax-equivalent basis, was 3.24 percent, a decrease of 25 basis points from the prior quarter net interest margin of 3.49 percent. Although the Company had a 3 basis points improvement in funding costs, there was a 28 basis points reduction in the yield on earning assets of which 17 basis points was attributable to premium amortization. The decrease in yield on earning assets from the current quarter compared to the prior quarter was the result of a 6 basis points reduction in yield on the loan portfolio and a 41 basis points reduction in yield on the investment securities. Of the 41 basis points reduction in yield on the investment securities, 32 basis points was due to the increase in premium amortization. The premium amortization in the current quarter accounted for a 111 basis points reduction in the net interest margin compared to a 94 basis points reduction in the prior quarter and 51 basis points reduction in the net interest margin in the prior year third quarter.

Non-interest Income
The $2.2 million increase in non-interest income for the current quarter offset the $2.2 million decrease in interest income for the current quarter and resulted in an increase of $6 thousand in net revenue (interest income and non-interest income) for the current quarter. Non-interest income for the current quarter totaled $24.0 million, an increase of $2.2 million over the prior quarter and an increase of $3.0 million over the same quarter last year. Gain on sale of loans increased $1.2 million, or 16 percent, over the prior quarter and $3.6 million, or 70 percent, over the prior year third quarter as there was an increase in origination and refinance volume due to lower interest rates and borrowers taking advantage of U.S. government loan modification programs.  Service charge fee income increased $615 thousand from the prior quarter, the majority of which was from higher debit card income and overdraft fees driven by the increased number of deposit accounts. Service charge fee income increased $483 thousand, or 4 percent, from the prior year third quarter. Other income of $2.2 million for the current quarter increased $362 thousand, or 19 percent, from the prior quarter. Included in other income was operating revenue of $49 thousand from other real estate owned and gains of $482 thousand on the sale of other real estate owned, which total $531 thousand for the current quarter compared to $414 thousand for the prior quarter and $903 thousand for the prior year third quarter.


37

Table of Contents

Non-interest Expense
The following tables summarize non-interest expense for the periods indicated, including the amount and percentage change from June 30, 2012 and September 30, 2011:
 
 
Three Months ended
 
 
(Dollars in thousands)
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
 
Compensation and employee benefits
$
24,046

 
23,684

 
21,607

 
 
Occupancy and equipment
6,001

 
5,825

 
6,027

 
 
Advertising and promotions
1,820

 
1,713

 
1,762

 
 
Outsourced data processing
801

 
788

 
740

 
 
Other real estate owned
6,373

 
2,199

 
7,198

 
 
Federal Deposit Insurance Corporation premiums
1,767

 
1,300

 
1,638

 
 
Core deposit intangibles amortization
532

 
535

 
599

 
 
Other expense
8,838

 
10,146

 
8,568

 
 
Total non-interest expense before goodwill impairment charge
$
50,178

 
46,190

 
48,139

 
 
Goodwill impairment charge

 

 
40,159

 
 
Total non-interest expense
$
50,178

 
46,190

 
88,298

 
 
 
 
$ Change from
 
$ Change from
 
% Change from
 
% Change from
(Dollars in thousands)
June 30,
2012
 
September 30,
2011
 
June 30,
2012
 
September 30,
2011
Compensation and employee benefits
$
362

 
$
2,439

 
2
 %
 
11
 %
Occupancy and equipment
176

 
(26
)
 
3
 %
 
 %
Advertising and promotions
107

 
58

 
6
 %
 
3
 %
Outsourced data processing
13

 
61

 
2
 %
 
8
 %
Other real estate owned
4,174

 
(825
)
 
190
 %
 
(11
)%
Federal Deposit Insurance Corporation premiums
467

 
129

 
36
 %
 
8
 %
Core deposit intangibles amortization
(3
)
 
(67
)
 
(1
)%
 
(11
)%
Other expense
(1,308
)
 
270

 
(13
)%
 
3
 %
Total non-interest expense before goodwill impairment charge
$
3,988

 
$
2,039

 
9
 %
 
4
 %
Goodwill impairment charge

 
(40,159
)
 
n/m

 
(100
)%
Total non-interest expense
$
3,988

 
$
(38,120
)
 
9
 %
 
(43
)%


38

Table of Contents

Non-interest expense of $50.2 million for the current quarter increased by $4.0 million, or 9 percent, from the prior quarter and increased by $2.0 million from the prior year third quarter, excluding the goodwill impairment charge.  Compensation and employee benefits increased by $2.4 million, or 11 percent, from the prior year third quarter primarily the result of an increase in commissions from increased residential real estate loan originations. Other real estate owned expense increased $4.2 million, or 190 percent, from the prior quarter and decreased $825 thousand, or 11 percent, from the prior year third quarter. The current quarter other real estate owned expense of $6.4 million included $1.0 million of operating expense, $4.7 million of fair value write-downs, and $599 thousand of loss on sale of other real estate owned. Other real estate owned expense will fluctuate as the Company continues to work through non-performing loans and dispose of foreclosed properties. Other expense decreased by $1.3 million, or 13 percent, from the prior quarter primarily due to decreases in expenses associated with New Markets Tax Credit investments. The current quarter decrease in other expense was partially offset by the $288 thousand loss on the sale of the Company's remaining $345 thousand mortgage servicing portfolio during the third quarter of 2012.

Efficiency Ratio
The efficiency ratio for the current quarter was 55 percent compared to 50 percent for the prior year third quarter. Although there was an increase in non-interest income during the current quarter, it was not enough to offset the combination of the decrease in net interest income, due to the increase in premium amortization on investment securities, and the increase in non-interest expense (before the goodwill impairment charge).

Provision for Loan Losses 
(Dollars in thousands)
Provision
for Loan
Losses
 
Net
Charge-Offs
 
ALLL
as a Percent
of Loans
 
Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans
 
Non-Performing
Assets to
Total Sub-sidiary Assets
Q3 2012
$
2,700

 
3,499

 
4.01
%
 
0.83
%
 
2.33
%
Q2 2012
7,925

 
7,052

 
3.99
%
 
1.41
%
 
2.69
%
Q1 2012
8,625

 
9,555

 
3.98
%
 
1.24
%
 
2.91
%
Q4 2011
8,675

 
9,252

 
3.97
%
 
1.42
%
 
2.92
%
Q3 2011
17,175

 
18,877

 
3.92
%
 
0.60
%
 
3.49
%
Q2 2011
19,150

 
20,184

 
3.88
%
 
1.14
%
 
3.68
%
Q1 2011
19,500

 
15,778

 
3.86
%
 
1.44
%
 
3.78
%
Q4 2010
27,375

 
24,525

 
3.66
%
 
1.21
%
 
3.91
%

The levels of net-charged off loans continue to trend lower as the Company continues to manage non-performing assets. Net charged-off loans during the current quarter of $3.5 million decreased $3.6 million, or 50 percent, compared to the prior quarter and decreased $15.4 million, or 81 percent, compared to the prior year third quarter.   The current quarter provision for loan losses was $2.7 million, which decreased $5.2 million compared to the $7.9 million provision for loan losses for the prior quarter and decreased $14.5 million from the third quarter of 2011. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the level of provision for loan loss expense. 


39

Table of Contents

The determination of the allowance for loan and lease losses (“ALLL” or “allowance”) and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about current environmental factors which affect loan losses, such factors including economic conditions, changes in collateral values, net charge-offs, and other factors discussed below in “Additional Management’s Discussion and Analysis.”

Results of Operations – The Nine Months ended September 30, 2012
Compared to the Nine Months ended September 30, 2011

Performance Summary 
 
Nine Months ended
(Dollars in thousands, except per share data)
September 30,
2012
 
September 30,
2011
Net income (loss) (GAAP)
$
54,758

 
3,123

Add goodwill impairment charge, net of tax

 
32,613

Operating net income (non-GAAP)
$
54,758

 
35,736

Diluted earnings (loss) per share (GAAP)
$
0.76

 
0.04

Add goodwill impairment charge, net of tax

 
0.46

Diluted earnings per share (non-GAAP)
$
0.76

 
0.50

Return on average assets (annualized) (GAAP)
0.99
%
 
0.22
%
Add goodwill impairment charge, net of tax
%
 
0.48
%
Return on average assets (annualized) (non-GAAP)
0.99
%
 
0.70
%
Return on average equity (annualized) (GAAP)
8.32
%
 
1.76
%
Add goodwill impairment charge, net of tax
%
 
3.80
%
Return on average equity (annualized) (non-GAAP)
8.32
%
 
5.56
%

Net income for the nine months ended September 30, 2012 was $54.8 million, which was an increase of $19.0 million, or 53 percent, over the prior year first nine months operating net income. Diluted earnings per share of $0.76 was an increase of $0.26, or 52 percent, from the diluted earnings per share in the prior year first nine months. The operating net income improvement for the the first nine months of 2012 was reflective of the reduction in the provision for loan losses as a result of the improvement in credit quality.


40

Table of Contents

Revenue Summary
The following table summarizes revenue for the periods indicated, including the amount and percentage change from September 30, 2011
 
Nine Months ended
 
$ Change
 
% Change
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
 
Net interest income
 
 
 
 
 
 
 
Interest income
$
194,091

 
$
211,368

 
$
(17,277
)
 
(8
)%
Interest expense
27,549

 
34,297

 
(6,748
)
 
(20
)%
Total net interest income
166,542

 
177,071

 
(10,529
)
 
(6
)%
Non-interest income
 
 
 
 
 
 
 
Service charges, loan fees, and other fees
36,861

 
35,979

 
882

 
2
 %
Gain on sale of loans
23,063

 
14,106

 
8,957

 
63
 %
Loss on sale of investments

 
346

 
(346
)
 
(100
)%
Other income
6,179

 
5,751

 
428

 
7
 %
Total non-interest income
66,103

 
56,182

 
9,921

 
18
 %
 
$
232,645

 
$
233,253

 
$
(608
)
 
 %
Net interest margin (tax-equivalent)
3.48
%
 
3.95
%
 
 
 
 

Net Interest Income
Net interest income for the first nine months of 2012 decreased $10.5 million, or 6 percent, over the same period last year. Interest income decreased $17.3 million, or 8 percent, while interest expense decreased $6.7 million, or 20 percent from the first nine months of 2011. The decrease in interest income from the first nine months of the prior year was principally due to the increase in premium amortization on investment securities and the reduction in loan balances, the combination of which put further pressure on earning asset yields. Interest income was reduced by $48.7 million in premium amortization (net of discount accretion) on investment securities which was an increase of $22.9 million from the first nine months of the prior year. This increase in premium amortization was the result of both the increased purchases of investment securities combined with the continued refinance activity. The decrease in interest expense during the current year was primarily attributable to the decreases in rates on interest bearing deposits and borrowings. The funding cost (including non-interest bearing deposits) for the first nine months of 2012 was 57 basis points compared to 77 basis points for the first nine months 2011. 

The net interest margin, on a tax-equivalent basis, for the first nine months of 2012 was 3.48 percent, a 47 basis points reduction from the net interest margin of 3.95 percent for the first nine months of 2011. The reduction was attributable to a lower yield and volume of loans coupled with an increase in lower yielding investment securities and higher premium amortization on investment securities, both of which outpaced the reduction in funding cost. The premium amortization in 2012 accounted for a 95 basis points reduction in the net interest margin which was an increase of 40 basis points compared to the 55 basis points reduction in the net interest margin for the same period last year. 


41

Table of Contents

Non-interest Income
Non-interest income of $66.1 million for the first nine months of 2012 increased $9.9 million, or 18 percent, over non-interest income of $56.2 million for the first nine months of 2011. Gain on sale of loans for the first nine months of 2012 increased $9.0 million, or 63 percent, from the first nine months of 2011 due to greater refinance and loan origination activity. Other income for the first nine months of 2012 increased $428 thousand, or 7 percent, over the first nine months of 2011. Included in other income was operating revenue of $287 thousand from other real estate owned and gains of $1.2 million on the sale of other real estate owned, which aggregated $1.5 million for the first nine months of 2012 compared to $1.9 million for the same period in the prior year.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated, including the amount and percentage change from September 30, 2011
 
Nine Months ended
 
$ Change
 
% Change
(Dollars in thousands)
September 30,
2012
 
September 30,
2011
 
Compensation and employee benefits
$
71,290

 
$
64,380

 
$
6,910

 
11
 %
Occupancy and equipment
17,794

 
17,709

 
85

 
 %
Advertising and promotions
4,935

 
4,881

 
54

 
1
 %
Outsourced data processing
2,435

 
2,304

 
131

 
6
 %
Other real estate owned
15,394

 
14,359

 
1,035

 
7
 %
Federal Deposit Insurance Corporation premiums
4,779

 
6,159

 
(1,380
)
 
(22
)%
Core deposit intangibles amortization
1,619

 
1,916

 
(297
)
 
(16
)%
Other expense
27,167

 
25,127

 
2,040

 
8
 %
Total non-interest expense before goodwill impairment charge
$
145,413

 
$
136,835

 
$
8,578

 
6
 %
Goodwill impairment charge

 
40,159

 
(40,159
)
 
(100
)%
Total non-interest expense
$
145,413

 
$
176,994

 
$
(31,581
)
 
(18
)%

Compensation and employee benefits for the first nine months of 2012 increased $6.9 million, or 11 percent, and was attributable to an increase in commissions on residential real estate loan originations, a revised Company incentive program and the restoration in the first nine months of 2012 of certain compensation cuts made in the first nine months of 2011. Other real estate owned expense of $15.4 million in the first nine months of 2012 increased $1.0 million, or 7 percent, from the first nine months of the prior year. The other real estate owned expense for the first nine months of 2012 included $2.5 million of operating expenses, $11.4 million of fair value write-downs, and $1.5 million of loss on sale of other real estate owned. Other expense in the first nine months of 2012 increased $2.0 million, or 8 percent, from the first nine months of the prior year and was primarily driven by increases in loan expenses, checking and operating losses and several miscellaneous categories. 


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Table of Contents

Efficiency Ratio
The efficiency ratio was 53 percent for the first nine months of 2012 and 51 percent for the first nine months of 2011. Although there was a significant increase in non-interest income from the first nine months of the prior year, it was not enough to offset the combination of the decrease in net interest income and the increase in non-interest expense (before the goodwill impairment charge) in the first nine months of 2012. 

Provision for Loan Losses
The provision for loan losses was $19.3 million for the first nine months of 2012, a decrease of $36.6 million, or 66 percent, from the same period in the prior year. Net charged-off loans during the first half of 2012 was $20.1 million, a decrease of $34.7 million from the first nine months of 2011. The largest category of net charge-offs was in land, lot and other construction loans which had net charge-offs of $7.0 million, or 35 percent of total net charged-off loans. 


Additional Management’s Discussion and Analysis

Lending Activity and Practices
The Company focuses its lending activity primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family, 2) commercial lending that concentrates on targeted businesses and 3) installment lending for consumer purposes (e.g., auto, home equity, etc.). Note 3 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements” provides more information about the loan portfolio.


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Table of Contents

The following table summarizes the Company’s loan portfolio by regulatory classification:
 
 
Loans Receivable, by Loan Type
 
%  Change
from
 
%  Change
from
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
 
December 31,
2011
 
September 30,
2011
Custom and owner occupied construction
$
39,937

 
35,422

 
31,592

 
13
 %
 
26
 %
Pre-sold and spec construction
46,149

 
58,811

 
57,813

 
(22
)%
 
(20
)%
Total residential construction
86,086

 
94,233

 
89,405

 
(9
)%
 
(4
)%
Land development
88,272

 
103,881

 
116,500

 
(15
)%
 
(24
)%
Consumer land or lots
109,648

 
125,396

 
130,417

 
(13
)%
 
(16
)%
Unimproved land
54,988

 
66,074

 
68,654

 
(17
)%
 
(20
)%
Developed lots for operative builders
19,943

 
25,180

 
26,271

 
(21
)%
 
(24
)%
Commercial lots
21,674

 
26,621

 
27,085

 
(19
)%
 
(20
)%
Other construction
37,981

 
34,346

 
32,682

 
11
 %
 
16
 %
Total land, lot, and other construction
332,506

 
381,498

 
401,609

 
(13
)%
 
(17
)%
Owner occupied
703,253

 
697,131

 
701,578

 
1
 %
 
 %
Non-owner occupied
450,402

 
436,021

 
431,664

 
3
 %
 
4
 %
Total commercial real estate
1,153,655

 
1,133,152

 
1,133,242

 
2
 %
 
2
 %
Commercial and industrial
401,717

 
408,054

 
411,465

 
(2
)%
 
(2
)%
1st lien
719,030

 
688,455

 
675,980

 
4
 %
 
6
 %
Junior lien
84,687

 
95,508

 
97,583

 
(11
)%
 
(13
)%
Total 1-4 family
803,717

 
783,963

 
773,563

 
3
 %
 
4
 %
Home equity lines of credit
326,878

 
350,229

 
360,459

 
(7
)%
 
(9
)%
Other consumer
108,069

 
109,235

 
112,546

 
(1
)%
 
(4
)%
Total consumer
434,947

 
459,464

 
473,005

 
(5
)%
 
(8
)%
Agriculture
157,587

 
151,031

 
163,482

 
4
 %
 
(4
)%
Other
156,865

 
150,197

 
145,687

 
4
 %
 
8
 %
Loans held for sale
(118,986
)
 
(95,457
)
 
(67,876
)
 
25
 %
 
75
 %
Total
$
3,408,094

 
3,466,135

 
3,523,582

 
(2
)%
 
(3
)%



44

Table of Contents

Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
 
 
At or for the Nine Months ended
 
At or for the Year ended
 
At or for the Nine Months ended
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Other real estate owned
$
57,650

 
78,354

 
93,649

Accruing loans 90 days or more past due
 
 
 
 
 
Residential real estate
551

 
59

 
1,143

Commercial
2,088

 
1,168

 
2,755

Consumer and other
632

 
186

 
104

Total
3,271

 
1,413

 
4,002

Non-accrual loans
 
 
 
 
 
Residential real estate
18,941

 
11,881

 
13,764

Commercial
85,899

 
109,641

 
126,184

Consumer and other
11,016

 
12,167

 
11,805

Total
115,856

 
133,689

 
151,753

Total non-performing assets 1
$
176,777

 
213,456

 
249,404

Non-performing assets as a percentage of subsidiary assets
2.33
%
 
2.92
%
 
3.49
%
Allowance for loan and lease losses as a percentage of non-performing loans
115
%
 
102
%
 
89
%
Accruing loans 30-89 days past due
$
28,434

 
49,086

 
21,130

Troubled debt restructurings not included in non-performing assets
$
103,980

 
98,859

 
85,847

Interest income 2
$
4,642

 
7,441

 
6,333

 
1 
As of September 30, 2012, non-performing assets have not been reduced by U.S. government guarantees of $2.2 million.
2 
Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.


45

Table of Contents

The following tables summarize selected information identified by regulatory classification on the Company’s non-performing assets.
 
 
 
Non-performing Assets, by Loan Type
 
Non-
Accruing
Loans
 
Accruing
Loans 90  Days
or More Past Due
 
Other
Real Estate
Owned
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
 
September 30,
2012
 
September 30,
2012
 
September 30,
2012
Custom and owner occupied construction
$
2,468

 
1,531

 
2,440

 
1,375

 
415

 
678

Pre-sold and spec construction
5,993

 
5,506

 
10,375

 
5,293

 

 
700

Total residential construction
8,461

 
7,037

 
12,815

 
6,668

 
415

 
1,378

Land development
38,295

 
56,152

 
73,550

 
20,286

 
356

 
17,653

Consumer land or lots
9,332

 
8,878

 
10,128

 
4,524

 
236

 
4,572

Unimproved land
25,369

 
35,771

 
39,925

 
16,205

 
56

 
9,108

Developed lots for operative builders
6,471

 
9,001

 
4,195

 
4,571

 
151

 
1,749

Commercial lots
2,002

 
2,032

 
2,211

 
480

 

 
1,522

Other construction
5,111

 
5,133

 
4,832

 
200

 

 
4,911

Total land, lot and other construction
86,580

 
116,967

 
134,841

 
46,266

 
799

 
39,515

Owner occupied
15,845

 
23,931

 
25,012

 
9,826

 
238

 
5,781

Non-owner occupied
3,929

 
4,897

 
7,275

 
3,518

 
42

 
369

Total commercial real estate
19,774

 
28,828

 
32,287

 
13,344

 
280

 
6,150

Commercial and industrial
7,060

 
12,855

 
14,982

 
6,227

 
778

 
55

1st lien
30,578

 
31,083

 
37,715

 
23,395

 
400

 
6,783

Junior lien
9,213

 
2,506

 
2,219

 
8,829

 
384

 

Total 1-4 family
39,791

 
33,589

 
39,934

 
32,224

 
784

 
6,783

Home equity lines of credit
7,502

 
6,361

 
6,622

 
7,100

 
175

 
227

Other consumer
462

 
360

 
322

 
316

 
40

 
106

Total consumer
7,964

 
6,721

 
6,944

 
7,416

 
215

 
333

Agriculture
6,894

 
7,010

 
7,115

 
3,711

 

 
3,183

Other
253

 
449

 
486

 

 

 
253

Total
$
176,777

 
213,456

 
249,404

 
115,856

 
3,271

 
57,650


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Table of Contents

 
Accruing 30-89 Days Delinquent Loans,  by Loan Type
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Custom and owner occupied construction
$
852

 

 

Pre-sold and spec construction

 
250

 

Total residential construction
852

 
250

 

Land development
774

 
458

 
398

Consumer land or lots
850

 
1,801

 
1,137

Unimproved land
1,126

 
1,342

 
2,873

Developed lots for operative builders
129

 
1,336

 
255

Commercial lots

 

 
151

Other construction

 

 
138

Total land, lot and other construction
2,879

 
4,937

 
4,952

Owner occupied
6,849

 
8,187

 
3,998

Non-owner occupied
4,927

 
1,791

 
1,787

Total commercial real estate
11,776

 
9,978

 
5,785

Commercial and industrial
2,803

 
4,637

 
4,122

1st lien
4,462

 
14,405

 
2,751

Junior lien
750

 
6,471

 
600

Total 1-4 family
5,212

 
20,876

 
3,351

Home equity lines of credit
3,433

 
3,416

 
1,653

Other consumer
943

 
1,172

 
973

Total consumer
4,376

 
4,588

 
2,626

Agriculture
345

 
3,428

 
207

Other
191

 
392

 
87

Total
$
28,434

 
49,086

 
21,130


A continuing positive trend was the current quarter decrease of $22.1 million, or 11 percent, in non-performing assets to $176.8 million at September 30, 2012; the non-performing assets also decreased $72.6 million, or 29 percent, from the prior year third quarter. The Company continues to actively and methodically manage the disposition of its non-performing assets. Another encouraging sign during the current quarter was the improvement in the Company's early stage delinquencies (accruing loans 30-89 days past due) which decreased $20.3 million, or 42 percent, to $28.4 million at September 30, 2012 compared to early stage delinquencies of $48.7 million as of June 30, 2012.


47

Table of Contents

The largest category of non-performing assets was the land, lot and other construction category which was $86.6 million, or 49 percent, of the non-performing assets at September 30, 2012. Included in this category was $38.3 million of land development assets and $25.4 million in unimproved land assets at September 30, 2012. Although land, lot and other construction loans has put pressure on the Company's credit quality, the Company has continued to reduce this category over the preceding seven consecutive quarters. During the current quarter, the land, lot and other construction non-performing asset category was reduced by $13.9 million, or 14 percent. 

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations, the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or loss to the Company. The Company evaluates the level of its non-performing assets, the values of the underlying real estate and other collateral, and related trends in net charge-offs in determining the adequacy of the ALLL. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. Throughout the year, the Company has maintained an adequate allowance for loan and lease losses while working to reduce non-performing assets. The improvement in the credit quality ratios during the year are a product of this effort.

For non-performing construction loans involving residential structures, the percentage of completion exceeds 95 percent at September 30, 2012. For non-performing construction loans involving commercial structures, the percentage of completion ranges from projects not started to projects completed at September 30, 2012. During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a percentage of completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company. With very limited exception, the Company does not disburse additional funds on non-performing loans. Instead, the Company has proceeded to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

Construction loans accounted for 46 percent of the Company's non-accrual loans as of September 30, 2012. Land, lot and other construction loans were 87 percent of the non-accrual construction loans. Of the Company’s $52.9 million of non-accrual construction loans at September 30, 2012, 94 percent of such loans had collateral properties securing the loans in Western Montana and Idaho. With locations and operations in the contiguous northern Rocky Mountain states of Idaho and Montana, the geography and economies of each of these geographic areas are predominantly tied to real estate development given the sprawling abundance of timbered valleys and mountainous terrain with significant lakes, streams and watershed areas. Consistent with the general economic downturn, the market for upscale primary, secondary and other housing as well as the associated construction and building industries have stalled after years of significant growth. As the housing market (rental and owner-occupied) and related industries continue to recover from the downturn, the Company continues to reduce its exposure to loss in the land, lot and other construction loan portfolio.


48

Table of Contents

Impaired Loans
Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. When the ultimate collectability of the total principal of an impaired loan is in doubt and designated as non-accrual, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal on an impaired loan is not in doubt, contractual interest is generally credited to interest income when received under the cash basis method. Impaired loans were $226 million and $259 million as of September 30, 2012 and December 31, 2011, respectively. The ALLL includes valuation allowances of $18.6 million and $18.8 million specific to impaired loans as of September 30, 2012 and December 31, 2011, respectively. Of the total impaired loans at September 30, 2012, there were 29 significant commercial real estate and other commercial loans that accounted for $68.1 million, or 30 percent, of the impaired loans. The 29 loans were collateralized by 134 percent of the loan value, the majority of which had appraisals (new or updated) during the last year, such appraisals reviewed at least quarterly taking into account current market conditions. Of the total impaired loans at September 30, 2012, there were 185 loans aggregating $120 million, or 53 percent, whereby the borrowers had more than one impaired loan. The amount of impaired loans that have had partial charge-offs during the year for which the Company continues to have concern about the collectability of the remaining loan balance was $18.6 million. Of these loans, there were charge-offs of $6.5 million during 2012.

For collateral-dependent loans and real estate loans for which foreclosure or a deed-in-lieu of foreclosure is probable, impairment is measured by the fair value of the collateral, less estimated cost to sell. The fair value of the collateral is determined primarily based upon appraisal or evaluation (new or updated) of the underlying property value. The Company reviews appraisals or evaluations, giving consideration to the highest and best use of the collateral, with values reduced by discounts to consider lack of marketability and estimated cost to sell. Appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to an impaired loan’s value may occur.

In deciding whether to obtain an appraisal or evaluation (new or updated), the Company considers the impact of the following factors and environmental events:
passage of time;
improvements to, or lack of maintenance of, the collateral property;
stressed and volatile economic conditions, including market values;
changes in the performance, risk profile, size and complexity of the credit exposure;
limited or specific use collateral property;
high loan-to-value credit exposures;
changes in the adequacy of the collateral protections, including loan covenants and financially responsible guarantors;
competing properties in the market area;
changes in zoning and environmental contamination;
the nature of subsequent transactions (e.g., modification, restructuring, refinancing); and
the availability of alternative financing sources.


49

Table of Contents

The Company also takes into account 1) the Company’s experience with whether the appraised values of impaired collateral-dependent loans are actually realized, and 2) the timing of cash flows expected to be received from the underlying collateral to the extent such timing is significantly different than anticipated in the most recent appraisal.

The Company generally obtains appraisals or evaluations (new or updated) annually for collateral underlying impaired loans. For collateral-dependent loans for which the appraisal of the underlying collateral is more than twelve months old, the Company updates collateral valuations through procedures that include obtaining current inspections of the collateral property, broker price opinions, comprehensive market analyses and current data for conditions and assumptions (e.g., discounts, comparable sales and trends) underlying the appraisals’ valuation techniques. The Company’s impairment and valuation procedures take into account new and updated appraisals on similar properties in the same area in order to capture current market valuation changes, unfavorable and favorable.

Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company had TDR loans of $161 million as of September 30, 2012. The Company’s TDR loans are considered impaired loans of which $56.0 million are designated as non-accrual.

Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified. The Company discourages the multiple loan strategy when restructuring loans regardless of whether or not the notes are TDR loans. The Company does not have any commercial TDR loans as of September 30, 2012 that have repayment dates extended at or near the original maturity date for which the Company has not classified as impaired. At September 30, 2012, the Company has TDR loans of $31.3 million that are in non-accrual status or that have had partial charge-offs during the year, the borrowers of which continue to have $46.4 million in other loans that are on accrual status.

Other Real Estate Owned
The loan book value prior to the acquisition and transfer of the loan into other real estate owned (“OREO”) during 2012 was $30.3 million of which $11.9 million was residential real estate, $15.7 million was commercial, and $2.7 million was consumer loans. The fair value of the loan collateral acquired in foreclosure during 2012 was $21.0 million of which $8.9 million was residential real estate, $10.2 million was commercial, and $1.9 million was consumer loans. The following table sets forth the changes in OREO for the periods indicated:
 
 
Nine Months ended
 
Year ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Balance at beginning of period
$
78,354

 
73,485

 
73,485

Additions
21,029

 
79,295

 
64,478

Capital improvements

 
669

 
647

Write-downs
(11,393
)
 
(16,246
)
 
(6,853
)
Sales
(30,340
)
 
(58,849
)
 
(38,108
)
Balance at end of period
$
57,650

 
78,354

 
93,649



50

Table of Contents

The Company believes that the write-downs in 2012 and 2011 are not considered a trend in that several of such properties have characteristics unique to the property, including special or limited use, and locations of such properties. The Company also determined that the write-downs were not indicative of a trend which would likely affect the future operating results in light of the remaining holdings of real property and the Company’s experience in the geographic markets where the properties are located. However, there can be no assurance that future significant write-downs will not occur.

Allowance for Loan and Lease Losses
Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ALLL methodology is designed to reasonably estimate the probable loan and lease losses within the Company’s loan portfolio. Accordingly, the ALLL is maintained within a range of estimated losses. The determination of the ALLL, including the provision for loan losses and net charge-offs, is a critical accounting estimate that involves management’s judgments about all known relevant internal and external environmental factors that affect loan losses, including the credit risk inherent in the loan portfolio, economic conditions nationally and in the local markets in which the Company operates, changes in collateral values, delinquencies, non-performing assets and net charge-offs.

Although the Company continues to actively monitor economic trends, soft economic conditions combined with potential declines in the values of real estate that collateralize most of the Company’s loan portfolio may adversely affect the credit risk and potential for loss to the Company.

The ALLL evaluation is well documented and approved by the Company’s Board of Directors. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by the Company’s Board of Directors, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ALLL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America. The allowance consists of a specific valuation allowance component and a general valuation allowance component. The specific valuation allowance component relates to loans that are determined to be impaired. A specific valuation allowance is established when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate) is lower than the carrying value of the impaired loan. The general valuation allowance component relates to probable credit losses inherent in the balance of the loan portfolio based on prior loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors.


51

Table of Contents

The Bank divisions’ credit administration reviews the loan portfolio to determine which loans are impaired and estimates the specific valuation allowance. The impaired loans and related specific valuation allowance are then provided to the Company’s credit administration for further review and approval. The Company’s credit administration also determines the estimated general valuation and reviews and approves the overall ALLL for the Company. The credit administration of the Company exercises significant judgment when evaluating the effect of applicable qualitative or environmental factors on the Company’s historical loss experience for loans not identified as impaired. Quantification of the impact upon the Company’s ALLL is inherently subjective as data for any factor may not be directly applicable, consistently relevant, or reasonably available for management to determine the precise impact of a factor on the collectability of the Company’s unimpaired loan portfolio as of each evaluation date. The Company’s credit administration documents its conclusions and rationale for changes that occur in each applicable factor’s weight (i.e., measurement) and ensures that such changes are directionally consistent based on the underlying current trends and conditions for the factor. To have directional consistency, the provision for loan losses and credit quality should generally move in the same direction.

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate.

The Company’s model of eleven Bank divisions with separate management teams provides substantial local oversight to the lending and credit management function. The Company’s business model affords multiple reviews of larger loans before credit is extended, a significant benefit in mitigating and managing the Company’s credit risk. The geographic dispersion of the market areas in which the Company operates further mitigates the risk of credit loss. While this process is intended to limit credit exposure, there can be no assurance that further problem credits will not arise and additional loan losses incurred, particularly in periods of rapid economic downturns.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying impaired loans is necessary to support management’s evaluation of the ALLL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The loan review function also assesses the evaluation process and provides an independent analysis of the adequacy of the ALLL.

No assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ALLL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors, including economic and regulatory developments, will not require significant changes in the ALLL. Under such circumstances, this could result in enhanced provisions for loan losses. See additional risk factors in “Part II. Item 1A. Risk Factors.”


52

Table of Contents

The following table summarizes the allocation of the ALLL as of the dates indicated:
 
 
September 30, 2012
 
December 31, 2011
 
September 30, 2011
(Dollars in thousands)
ALLL
 
Percent of ALLL in
Category
 
Percent of
Loans in
Category
 
ALLL
 
Percent
of ALLL in
Category
 
Percent
of Loans in
Category
 
ALLL
 
Percent
of ALLL in
Category
 
Percent
of Loans in
Category
Residential real estate
$
17,249

 
13
%
 
16
%
 
17,227

 
13
%
 
15
%
 
19,263

 
14
%
 
15
%
Commercial real estate
77,755

 
57
%
 
48
%
 
76,920

 
56
%
 
48
%
 
75,690

 
55
%
 
48
%
Other commercial
22,229

 
16
%
 
18
%
 
20,833

 
15
%
 
18
%
 
20,623

 
15
%
 
18
%
Home equity
9,984

 
7
%
 
12
%
 
13,616

 
10
%
 
13
%
 
13,846

 
10
%
 
13
%
Other consumer
9,443

 
7
%
 
6
%
 
8,920

 
6
%
 
6
%
 
8,671

 
6
%
 
6
%
Totals
$
136,660

 
100
%
 
100
%
 
137,516

 
100
%
 
100
%
 
138,093

 
100
%
 
100
%

The following table summarizes the ALLL experience for the periods indicated:
 
 
Nine Months ended
 
Year ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Balance at beginning of period
$
137,516

 
137,107

 
137,107

Provision for loan losses
19,250

 
64,500

 
55,825

Charge-offs
 
 
 
 
 
Residential real estate
(2,492
)
 
(5,671
)
 
(4,187
)
Commercial loans
(16,917
)
 
(52,428
)
 
(44,573
)
Consumer and other loans
(5,380
)
 
(11,267
)
 
(9,538
)
Total charge-offs
(24,789
)
 
(69,366
)
 
(58,298
)
Recoveries
 
 
 
 
 
Residential real estate
220

 
486

 
350

Commercial loans
3,185

 
3,830

 
2,375

Consumer and other loans
1,278

 
959

 
734

Total recoveries
4,683

 
5,275

 
3,459

Charge-offs, net of recoveries
(20,106
)
 
(64,091
)
 
(54,839
)
Balance at end of period
$
136,660

 
137,516

 
138,093

Allowance for loan and lease losses as a percentage of total loans
4.01
%
 
3.97
%
 
3.92
%
Net charge-offs as a percentage of total loans
0.59
%
 
1.85
%
 
1.56
%


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Table of Contents

The following table summarizes net charge-offs at the dates indicated, including identification by regulatory classification:
 
 
Net Charge-Offs (Recoveries), Year-to-Date
Period Ending, By Loan Type
 
Charge-Offs
 
Recoveries
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
 
September 30,
2012
 
September 30,
2012
Custom and owner occupied construction
$
24

 
206

 
206

 
74

 
50

Pre-sold and spec construction
2,516

 
4,069

 
4,744

 
2,641

 
125

Total residential construction
2,540

 
4,275

 
4,950

 
2,715

 
175

Land development
2,654

 
17,055

 
14,435

 
3,480

 
826

Consumer land or lots
2,537

 
7,456

 
6,218

 
2,869

 
332

Unimproved land
543

 
4,047

 
3,417

 
802

 
259

Developed lots for operative builders
1,257

 
943

 
481

 
1,269

 
12

Commercial lots
41

 
237

 
175

 
167

 
126

Other construction

 
1,568

 
1,615

 

 

Total land, lot and other construction
7,032

 
31,306

 
26,341

 
8,587

 
1,555

Owner occupied
1,254

 
3,815

 
3,343

 
1,433

 
179

Non-owner occupied
232

 
3,861

 
3,532

 
628

 
396

Total commercial real estate
1,486

 
7,676

 
6,875

 
2,061

 
575

Commercial and industrial
1,790

 
7,871

 
7,365

 
2,604

 
814

1st lien
2,864

 
7,031

 
4,564

 
3,637

 
773

Junior lien
2,668

 
1,663

 
1,518

 
2,888

 
220

Total 1-4 family
5,532

 
8,694

 
6,082

 
6,525

 
993

Home equity lines of credit
1,412

 
3,261

 
2,343

 
1,526

 
114

Other consumer
133

 
615

 
454

 
435

 
302

Total consumer
1,545

 
3,876

 
2,797

 
1,961

 
416

Agriculture
95

 
134

 
134

 
231

 
136

Other
86

 
259

 
295

 
105

 
19

Total
$
20,106

 
64,091

 
54,839

 
24,789

 
4,683


The Company’s allowance of $137 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended September 30, 2012 and 2011, the Company believes the allowance is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. At September 30, 2012, the allowance was $137 million, a decrease of $856 thousand from the prior year end and a decrease of $1.4 million from a year ago. The allowance was 4.01 percent of total loans outstanding at September 30, 2012, compared to 3.97 percent at December 31, 2011 and 3.92 percent at September 30, 2011. The allowance was 115 percent of non-performing loans at September 30, 2012, an increase from 102 percent at December 31, 2011 and an increase from 89 percent at September 30, 2011. 


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Table of Contents

The Company’s allowance consisted of the following components as of the dates indicated:
 
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Specific valuation allowance
$
18,562

 
18,828

 
14,946

General valuation allowance
118,098

 
118,688

 
123,147

Total ALLL
$
136,660

 
137,516

 
138,093


During 2012, the ALLL decreased by $856 thousand, the net result of a $266 thousand decrease in the specific valuation allowance and a $590 thousand decrease in the general valuation allowance. The decrease in the specific valuation allowance since the prior year end was primarily due to the decrease in loans with a specific valuation allowance of $3.5 million. The decrease in the general valuation allowance was the result of a $25.8 million decrease in loans collectively evaluated for impairment and an improvement in the historical loss experience adjusted for environmental factors. Further supporting the decrease in the ALLL were the following trends:
The $19.6 million of non-accrual loans in the commercial real estate and commercial and industrial at September 30, 2012 decreased by $1.9 million from the prior quarter end and decreased $18.2 million from September 30, 2011.
Non-performing loans as a percent of total loans decreased to 3.50 percent at September 30, 2012 as compared to 3.77 percent at June 30, 2012 and 4.42 percent at September 30, 2011.
Charge-offs, net of recoveries, for the third quarter of 2012 were $3.5 million, a $3.6 million decrease from the prior quarter and a $15.4 million decrease from the same quarter of 2011.

When applied to the Company’s historical loss experience, the environmental factors result in the provision for loan losses being recorded in the period in which the loss has probably occurred. When the loss is confirmed at a later date, a charge-off is recorded. During 2012, loan charge-offs, net of recoveries, exceeded the provision for loan losses by $856 thousand. During the same period in 2011, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $986 thousand.

The Company provides commercial services to individuals, small to medium size businesses, community organizations and public entities from 108 locations, including 99 branches, across Montana, Idaho, Wyoming, Colorado, Utah, and Washington. The Rocky Mountain areas in which the Company operates has diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations.


55

Table of Contents

Though stabilizing, the soft economic conditions since 2009 have continued throughout the year, including declining sales of existing real property (e.g., single family residential, multi-family, commercial buildings and land), elevated levels of existing inventory of real property, increases in real property delinquencies and foreclosures and corresponding decreases in absorption rates, and lower values of real property that collateralize most of the Company’s loan portfolio, among other factors. The weak economic conditions combined with the improving, but nonetheless elevated levels of non-performing loans and charge-offs for commercial real estate loans contributed to the higher provision for loan losses since prior year-end in this loan portfolio class as compared to the other classes. National unemployment rates increased steadily from 5.0 in the first part of 2008 to a range of 7.8 to 10.0 during 2009 through 2011 and has recently declined to 7.8 in September of 2012. The unemployment rates for most states in which the Company conducts operations were generally lower throughout this time period compared to the national unemployment rate. Agricultural price declines in livestock and grain in 2009 have recovered significantly and remain strong. While prices for oil have held strong, prices for natural gas currently remain weak (due to excess supply) especially when compared to the exceptionally high price levels of natural gas during 2008. The tourism industry and related lodging continues to be a source of strength for the locations where the Company’s market areas have national parks and similar recreational areas in the market areas served.

In evaluating the need for a specific or general valuation allowance for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio, including residential construction and land, lot and other construction loans, the credit risk related to such loans was considered in the ongoing monitoring of such loans, including assessments based on current information, including appraisals or evaluations (new or updated) of the underlying collateral, expected cash flows and the timing thereof, as well as the estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the construction loan. Construction loans are 12 percent of the Company’s total loan portfolio and account for 46 percent of the Company’s non-accrual loans at September 30, 2012. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (multi-acre parcels and individual lots, with and without shorelines).

For additional information regarding the ALLL, its relation to the provision for loan losses and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Investment Activity
It has generally been the Company’s policy to maintain a liquid portfolio above policy limits. The Company’s investment securities are generally classified as available-for-sale and are carried at estimated fair value with unrealized gains or losses, net of tax, reflected as an adjustment to stockholders’ equity. The Company’s investment portfolio is primarily comprised of residential mortgage-backed securities and state and local government securities which are largely exempt from federal income tax. The Company uses the federal statutory rate of 35 percent in calculating its tax-equivalent yield. The residential mortgage-backed securities are typically short weighted-average life U.S. government agency CMOs and provide the Company with on-going liquidity as scheduled and pre-paid principal payments are made on the securities. The Company assesses individual securities in its investment securities portfolio for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant.


56

Table of Contents

For additional investment activity information, see Note 2 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Other-Than-Temporary Impairment on Securities Analysis
Non-marketable equity securities owned at September 30, 2012 primarily consisted of stock issued by the FHLB of Seattle and Topeka, such shares measured at cost in recognition of the transferability restrictions imposed by the issuers. Other non-marketable equity securities include Federal Agriculture Mortgage Corporation and Bankers' Bank of the West Bancorporation, Inc.

With respect to FHLB stock, the Company evaluates such stock for other-than-temporary impairment. Such evaluation takes into consideration 1) FHLB deficiency, if any, in meeting applicable regulatory capital targets, including risk-based capital requirements, 2) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the time period for any such decline, 3) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, 4) the impact of legislative and regulatory changes on the FHLB, and 5) the liquidity position of the FHLB.

Based on the Company's analysis of its impaired non-marketable equity securities as of September 30, 2012, the Company determined that none of such securities had other-than-temporary impairment.

In evaluating debt securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell the security or if it is more-likely-than-not that the Company will be required to sell the debt security. In so doing, management considers contractual constraints, liquidity, capital, asset / liability management and securities portfolio objectives.

The Company believes that macroeconomic conditions occurring during the first nine months of 2012 and throughout 2011 have unfavorably impacted the fair value of certain debt securities in its investment portfolio. In August 2011, Standard and Poor's downgraded the United States long-term debt rating from its AAA rating to AA+ with a negative outlook. Both Moody's and Fitch have continued to maintain their long-term debt ratings of the United States as Aaa and AAA, respectively, each with a negative outlook. Standard and Poor's, Moody's and Fitch have similar credit ratings and outlooks with respect to certain long-term debt instruments issued by Fannie Mae, Freddie Mac and other U.S. government agencies linked to long-term United States debt. For debt securities with limited or inactive markets, the impact of these macroeconomic conditions upon fair value estimates includes higher risk-adjusted discount rates and downgrades in credit ratings provided by nationally recognized credit rating agencies, (e.g., Moody's, Standard and Poor's, and Fitch).


57

Table of Contents

The following table separates investments with an unrealized loss position at September 30, 2012 into two categories: investments purchased prior to 2012 and those purchased during 2012. Of those investments purchased prior to 2012, the fair market value and unrealized loss at December 31, 2011 is also presented.

 
September 30, 2012
 
December 31, 2011
(Dollars in thousands)
Fair Value
 
Unrealized
Loss
 
Unrealized
Loss as a
Percent of
Fair Value
 
Fair Value
 
Unrealized
Loss
 
Unrealized
Loss as a
Percent of
Fair Value
Temporarily impaired securities purchased prior to 2012
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
13,697

 
(113
)
 
(1
)%
 
13,418

 
(433
)
 
(3
)%
Collateralized debt obligations
2,762

 
(85
)
 
(3
)%
 
5,366

 
(282
)
 
(5
)%
Residential mortgage-backed securities
350,419

 
(2,399
)
 
(1
)%
 
662,576

 
(3,542
)
 
(1
)%
Total
$
366,878

 
(2,597
)
 
(1
)%
 
681,360

 
(4,257
)
 
(1
)%
Temporarily impaired securities purchased during 2012
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
90,412

 
(795
)
 
(1
)%
 
 
 
 
 
 
Corporate bonds
13,024

 
(35
)
 
 %
 
 
 
 
 
 
Residential mortgage-backed securities
612,844

 
(3,589
)
 
(1
)%
 
 
 
 
 
 
Total
$
716,280

 
(4,419
)
 
(1
)%
 
 
 
 
 
 
Temporarily impaired securities
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
104,109

 
(908
)
 
(1
)%
 
 
 
 
 
 
Corporate bonds
13,024

 
(35
)
 
 %
 
 
 
 
 
 
Collateralized debt obligations
2,762

 
(85
)
 
(3
)%
 
 
 
 
 
 
Residential mortgage-backed securities
963,263

 
(5,988
)
 
(1
)%
 
 
 
 
 
 
Total
$
1,083,158

 
(7,016
)
 
(1
)%
 
 
 
 
 
 

With respect to severity, the following table provides the number of securities and amount of unrealized loss in the various ranges of unrealized loss as a percent of book value.
(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss
Greater than 15.0%
1

 
$
(14
)
10.1% to 15.0%
1

 
(65
)
5.1% to 10.0%
6

 
(182
)
0.1% to 5.0%
491

 
(6,755
)
Total
499

 
$
(7,016
)

With respect to the duration of the impaired debt securities, the Company identified 91 securities which have been continuously impaired for the twelve months ending September 30, 2012. The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in prior year(s) in which the identified securities was in an unrealized loss position.


58

Table of Contents

The following table provides details of the 91 securities which have been continuously impaired for the twelve months ended September 30, 2012, including the most notable loss for any one bond in each category.

(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss for
12 Months
Or More
 
Most
Notable
Loss
State and local governments
9

 
$
(85
)
 
(29
)
Collateralized debt obligations
6

 
(85
)
 
(21
)
Residential mortgage-backed securities
76

 
(1,592
)
 
(389
)
Total
91

 
$
(1,762
)
 
 

With respect to the collateralized debt obligations, each is in the form of a pooled trust preferred structure of which the Company owns a portion of the Senior Notes tranche. All of the assets underlying the pooled trust preferred structure are capital securities issued by trust subsidiaries of holding companies of banks and thrifts.

Of the 76 residential mortgage-backed securities, 72 have underlying collateral consisting of U.S. government guaranteed mortgages (e.g., GNMA) and U.S. government sponsored enterprise (e.g., FHLMC) guaranteed mortgages. Each of the 4 remaining residential mortgage-backed securities have underlying non-guaranteed private label whole loan collateral of which 3 have 30-year fixed rate residential mortgages considered to be “Prime” and 1 has 30-year fixed rate residential mortgages considered to be “ALT - A.” Moreover, none of the underlying mortgage collateral is considered “subprime.” The Company engages a third-party to perform detailed analysis for other-than-temporary impairment of such securities. Such analysis takes into consideration original and current data for the tranche and CMO structure, the non-guaranteed classification of each CMO tranche, current and deal inception credit ratings, credit support (protection) afforded the tranche through the subordination of other tranches in the CMO structure, the nature of the collateral (e.g., Prime or Alt-A) underlying each CMO tranche, and realized cash flows since purchase.

Based on the Company's analysis of its impaired debt securities as of September 30, 2012, the Company determined that none of such securities had other-than-temporary impairment.

Sources of Funds
The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company has a number of different deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing demand accounts, interest bearing checking, regular statement savings, money market deposit accounts, and fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. In addition, the Company obtains wholesale deposits through various programs including reciprocal deposit programs (e.g., Certificate of Deposit Account Registry System).


59

Table of Contents

The Company also obtains funds from repayment of loans and investment securities, securities sold under agreements to repurchase (“repurchase agreements”), advances from the FHLB, other borrowings, and sale of loans and investment securities. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities and to match maturities of longer-term assets.

Short-term borrowings
A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the asset liability committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased, wholesale deposits, and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs of the Federal Reserve Bank. FHLB advances and certain other short-term borrowings may be extended as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds.

The following table provides information relating to short-term borrowings which consists of borrowings that mature within one year of period end: 
 
At or for the Nine Months ended
 
At or for the Year ended
(Dollars in thousands)
September 30,
2012
 
December 31,
2011
Repurchase agreements
 
 
 
Amount outstanding at end of period
$
414,836

 
258,643

Weighted interest rate on outstanding amount
0.37
%
 
0.42
%
Maximum outstanding at any month-end
$
466,784

 
338,352

Average balance
$
354,721

 
267,058

Weighted average interest rate
0.37
%
 
0.51
%
FHLB advances
 
 
 
Amount outstanding at end of period
$
640,250

 
792,000

Weighted interest rate on outstanding amount
0.42
%
 
0.68
%
Maximum outstanding at any month-end
$
774,000

 
877,017

Average balance
$
719,142

 
721,226

Weighted average interest rate
0.56
%
 
0.76
%



60

Table of Contents

Contractual Obligations and Off-Balance Sheet Arrangements
The Company has outstanding debt maturities, the largest aggregate amount of which were FHLB advances.
In the normal course of business, there may be various outstanding commitments to obtain funding, such as brokered deposits, and to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. Management does not anticipate any material losses as a result of these transactions.

Liquidity Risk
Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:
1.
Assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time.
2.
Providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity.
3.
Balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The following table identifies certain liquidity sources and capacity available to the Company at September 30, 2012
(Dollars in thousands)
September 30,
2012
FHLB advances
 
Borrowing capacity
$
1,313,315

Amount utilized
(917,021
)
Amount available
$
396,294

Federal Reserve Bank discount window
 
Borrowing capacity
$
455,860

Amount utilized

Amount available
$
455,860

Unsecured lines of credit available
$
171,000

Unencumbered investment securities
 
U.S. government and federal agency
$
204

U.S. government sponsored enterprises
2,273

State and local governments
1,051,590

Corporate bonds
243,479

Collateralized debt obligations
2,762

Residential mortgage-backed securities
979,472

Total unencumbered securities
$
2,279,780



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Table of Contents

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Company’s ALCO committee meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., investment securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured.

Capital Resources
Maintaining capital strength continues to be a long-term objective. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital also is a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. Taking these considerations into account, the Company may, as it has done in the past, decide to utilize a portion of its strong capital position to repurchase shares of its outstanding common stock, from time to time, depending on market price and other relevant considerations.

The Federal Reserve Board has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The Company and the Bank were considered well capitalized by their respective regulators as of September 30, 2012 and 2011. There are no conditions or events since September 30, 2012 that management believes have changed the Company’s or the Bank’s risk-based capital category.

The following table illustrates the Federal Reserve Board’s capital adequacy guidelines and the Company’s compliance with those guidelines as of September 30, 2012.
 
(Dollars in thousands)
Tier 1 (Core)
Capital
 
Tier 2 (Total)
Capital
 
Leverage
Capital
Total stockholders’ equity
$
890,157

 
890,157

 
890,157

Less:
 
 
 
 
 
Goodwill and intangibles
(112,765
)
 
(112,765
)
 
(112,765
)
Net unrealized gains on investment securities and change in fair value of derivatives used for cash flow hedges
(47,856
)
 
(47,856
)
 
(47,856
)
Plus:
 
 
 
 
 
Allowance for loan and lease losses

 
57,485

 

Subordinated debentures
124,500

 
124,500

 
124,500

Total regulatory capital
$
854,036

 
911,521

 
854,036

Risk weighted assets
$
4,519,480

 
4,519,480

 
 
Total adjusted average assets
 
 
 
 
$
7,443,881

Capital as % of risk weighted assets
18.90
%
 
20.17
%
 
11.47
%
Regulatory “well capitalized” requirement
6.00
%
 
10.00
%
 
 
Excess over “well capitalized” requirement
12.90
%
 
10.17
%
 
 


62

Table of Contents

Dividend payments were $0.39 per share for both nine month periods ended September 30, 2012 and 2011. The payment of dividends is subject to government regulation in that regulatory authorities may prohibit banks and bank holding companies from paying dividends that would constitute an unsafe or unsound banking practice. Additionally, current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share measured over the previous four fiscal quarters.

In addition to the primary and safeguard liquidity sources available, the Company has the capacity to issue 117,187,500 shares of common stock of which 71,937,222 has been issued as of September 30, 2012. The Company also has the capacity to issue 1,000,000 shares of preferred shares of which none are currently issued.

Federal and State Income Taxes
The Company files a consolidated federal income tax return, using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations.

Under Montana, Idaho, Colorado and Utah law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 7.6 percent in Idaho, 5 percent in Utah and 4.63 percent in Colorado. Wyoming and Washington do not impose a corporate income tax.

The Company has equity investments in Certified Development Entities which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income until the bonds mature. The federal income tax credits on these bonds are subject to federal and state income tax.


63

Table of Contents

Following is a list of expected federal income tax credits to be received in the years indicated.
 
(Dollars in thousands)
New
Markets
Tax Credits
 
Low-Income
Housing
Tax Credits
 
Investment
Securities
Tax Credits
 
Total
2012
$
2,681

 
1,270

 
943

 
4,894

2013
2,775

 
1,270

 
926

 
4,971

2014
2,850

 
1,270

 
904

 
5,024

2015
2,850

 
1,175

 
880

 
4,905

2016
1,014

 
1,175

 
855

 
3,044

Thereafter
450

 
4,208

 
4,432

 
9,090

 
$
12,620

 
10,368

 
8,940

 
31,928


Income tax expense (benefit) for the nine months ended September 30, 2012 and 2011 was $13.2 million and $(2.7) million, respectively. The Company’s effective tax rate for the nine months ended September 30, 2012 and 2011 was 19.5 percent and (619.6) percent, respectively. The primary reason for the current year's low effective rate is the amount of tax-exempt investment income and federal tax credits. In addition to the tax-exempt investment income and federal tax credits, the prior year's negative effective rate was largely due to the goodwill impairment charge. The tax-exempt income was $28.1 million and $22.8 million for the nine months ended September 30, 2012 and 2011, respectively. The federal tax credit benefits were $3.0 million and $2.5 million for the nine months ended September 30, 2012 and 2011, respectively. The Company continues to hold its investments in select municipal securities and variable interest entities whereby the Company receives federal tax credits.

Average Balance Sheet
The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yield; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rate; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).
 

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Three Months ended
 
Nine Months ended
 
September 30, 2012
 
September 30, 2012
(Dollars in thousands)
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Residential real estate loans
625,778

 
7,740

 
4.95
%
 
600,443

 
23,019

 
5.11
%
Commercial loans
2,269,189

 
30,293

 
5.30
%
 
2,279,928

 
91,764

 
5.36
%
Consumer and other loans
612,541

 
8,826

 
5.72
%
 
626,614

 
26,809

 
5.70
%
Total loans 1
3,507,508

 
46,859

 
5.30
%
 
3,506,985

 
141,592

 
5.38
%
Tax-exempt investment securities 2
890,211

 
13,219

 
5.94
%
 
880,310

 
40,605

 
6.15
%
Taxable investment securities 3
2,653,151

 
6,379

 
0.96
%
 
2,503,270

 
25,511

 
1.36
%
Total earning assets
7,050,870

 
66,457

 
3.74
%
 
6,890,565

 
207,708

 
4.02
%
Goodwill and intangibles
113,041

 
 
 
 
 
113,587

 
 
 
 
Non-earning assets
392,735

 
 
 
 
 
371,379

 
 
 
 
Total assets
7,556,646

 
 
 
 
 
7,375,531

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
1,109,645

 

 
%
 
1,048,052

 

 
%
NOW accounts
881,707

 
361

 
0.16
%
 
857,439

 
1,086

 
0.17
%
Savings accounts
460,400

 
89

 
0.08
%
 
444,711

 
265

 
0.08
%
Money market deposit accounts
893,332

 
563

 
0.25
%
 
883,278

 
1,739

 
0.26
%
Certificate accounts
1,053,807

 
2,802

 
1.05
%
 
1,058,233

 
9,100

 
1.15
%
Wholesale deposits 4
656,321

 
670

 
0.41
%
 
646,744

 
1,858

 
0.38
%
FHLB advances
975,763

 
3,116

 
1.27
%
 
996,153

 
9,715

 
1.30
%
Repurchase agreements, federal funds purchased and other borrowed funds
547,138

 
1,306

 
0.95
%
 
497,296

 
3,786

 
1.01
%
Total interest bearing liabilities
6,578,113

 
8,907

 
0.54
%
 
6,431,906

 
27,549

 
0.57
%
Other liabilities
87,133

 
 
 
 
 
64,748

 
 
 
 
Total liabilities
6,665,246

 
 
 
 
 
6,496,654

 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
719

 
 
 
 
 
719

 
 
 
 
Paid-in capital
641,672

 
 
 
 
 
642,101

 
 
 
 
Retained earnings
200,238

 
 
 
 
 
190,900

 
 
 
 
Accumulated other comprehensive income
48,771

 
 
 
 
 
45,157

 
 
 
 
Total stockholders’ equity
891,400

 
 
 
 
 
878,877

 
 
 
 
Total liabilities and stockholders’ equity
7,556,646

 
 
 
 
 
7,375,531

 
 
 
 
Net interest income (tax-equivalent)
 
 
57,550

 
 
 
 
 
180,159

 
 
Net interest spread (tax-equivalent)
 
 
 
 
3.20
%
 
 
 
 
 
3.45
%
Net interest margin (tax-equivalent)
 
 
 
 
3.24
%
 
 
 
 
 
3.48
%
 
1 
Total loans are gross of the allowance for loan and lease losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.
2 
Includes tax effect of $4.1 million and $12.5 million on tax-exempt investment security income for the three and nine months ended September 30, 2012, respectively.
3 
Includes tax effect of $386 thousand and $1.2 million on investment security tax credits for the three and nine months ended September 30, 2012, respectively.
4 
Wholesale deposits include brokered deposits classified as NOW, money market deposit and certificate accounts, including reciprocal deposits.


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Table of Contents

Rate/Volume Analysis
Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“Volume”) and the yields earned and rates paid on such assets and liabilities (“Rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate. 
 
Nine Months ended September 30,
 
2012 vs. 2011
 
Increase (Decrease) Due to:
(Dollars in thousands)
Volume
 
Rate
 
Net
Interest income
 
 
 
 
 
Residential real estate loans
$
1,112

 
(2,955
)
 
(1,843
)
Commercial loans
(4,443
)
 
(2,413
)
 
(6,856
)
Consumer and other loans
(2,742
)
 
(1,334
)
 
(4,076
)
Investment securities (tax-equivalent)
16,385

 
(18,535
)
 
(2,150
)
Total interest income
10,312

 
(25,237
)
 
(14,925
)
Interest expense
 
 
 
 
 
NOW accounts
181

 
(641
)
 
(460
)
Savings accounts
66

 
(223
)
 
(157
)
Money market deposit accounts
28

 
(1,285
)
 
(1,257
)
Certificate accounts
(280
)
 
(3,266
)
 
(3,546
)
Wholesale deposits
114

 
(536
)
 
(422
)
FHLB advances
599

 
(16
)
 
583

Repurchase agreements, federal funds purchased and other borrowed funds
1,183

 
(2,672
)
 
(1,489
)
Total interest expense
1,891

 
(8,639
)
 
(6,748
)
Net interest income
$
8,421

 
(16,598
)
 
(8,177
)

Net interest income decreased $8.2 million for the nine months ended September 30, 2012 compared to the same period in 2011. The decrease in interest income was driven primarily by the continued purchase of low yielding investment securities to offset the lower volume and reduced rate loans. Additionally, there was an increase in premium amortization on investment securities which reduced interest income. Although, the Company was able to lower interest expense by reducing deposit and borrowing interest rates, it was not enough to offset the reduction in interest income.

Effect of inflation and changing prices
Generally accepted accounting principles often require the measurement of financial position and operating results in terms of historical dollars, without consideration for change in relative purchasing power over time due to inflation. Virtually all assets of the Company are monetary in nature; therefore, interest rates generally have a more significant impact on a company’s performance than does the effect of inflation.

     

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Table of Contents

Item 3.
Quantitative and Qualitative Disclosure about Market Risk

The Company believes there have not been any material changes in information about the Company’s market risk than was provided in the 2011 Annual Report.

Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of the date of this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls
There have not been any 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 third quarter 2012, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. Although the Company combined its eleven bank subsidiaries into one single commercial bank during the second quarter 2012, the Company has determined that there were no related changes in internal controls that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings

The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In the Company’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on the financial condition or results of operations of the Company.

Item 1A.
Risk Factors

The Company believes there have been no material changes from risk factors previously disclosed in the 2011 Annual Report. The risks and uncertainties described in the 2011 Annual Report should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that the Company does not currently know about or that the Company currently believes are immaterial, or that the Company has not predicted, may also harm its business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition, operating results or liquidity could be adversely affected.



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Table of Contents

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

(a)
Not Applicable

(b)
Not Applicable

(c)
Not Applicable

Item 3.
Defaults upon Senior Securities

(a)
Not Applicable

(b)
Not Applicable

Item 4.
Mine Safety Disclosures

Not Applicable

Item 5.
Other Information

(a)
Not Applicable

(b)
Not Applicable

Item 6. Exhibits
 
Exhibit 31.1 -
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

Exhibit 31.2 -
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

Exhibit 32 -
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

Exhibit 101 -
The following financial information from Glacier Bancorp, Inc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Stockholders' Equity and Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.


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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.

 
 
GLACIER BANCORP, INC.
November 8, 2012
 
/s/ Michael J. Blodnick
 
 
Michael J. Blodnick
 
 
President/CEO
November 8, 2012
 
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President/CFO



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