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GLACIER BANCORP, INC. - Quarter Report: 2017 September (Form 10-Q)




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, 2017
 
¨ 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark 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 16, 2017 was 78,006,956. No preferred shares are issued or outstanding.





TABLE OF CONTENTS
 


 
Page
Part I. Financial Information
 
Item 1 – Financial Statements
 





ABBREVIATIONS/ACRONYMS

 

ALCO – Asset Liability Committee
ALLL or allowance – allowance for loan and lease losses
ASC – Accounting Standards CodificationTM
ATM – automated teller machine
Bank – Glacier Bank
Basel III – third installment of the Basel Accords
CCP – Core Consolidation Project
CDE – Certified Development Entity
CDFI Fund – Community Development Financial Institutions Fund
CEO – Chief Executive Officer
CFO – Chief Financial Officer
Collegiate – Columbine Capital Corp. and its subsidiary, Collegiate Peaks Bank
Company – Glacier Bancorp, Inc.
DDA – demand deposit account
Dodd-Frank Act – Dodd-Frank Wall Street Reform and Consumer Protection Act
Fannie Mae – Federal National Mortgage Association
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
FHLB – Federal Home Loan Bank
Final Rules – final rules implemented by the federal banking agencies that amended regulatory risk-based capital rules
Foothills – TFB Bancorp, Inc. and its subsidiary, The Foothills Bank
FRB – Federal Reserve Bank
Freddie Mac – Federal Home Loan Mortgage Corporation
GAAP – accounting principles generally accepted in the United States of America
Ginnie Mae – Government National Mortgage Association
LIBOR – London Interbank Offered Rate
LIHTC – Low Income Housing Tax Credit
NMTC – New Markets Tax Credit
NOW – negotiable order of withdrawal
NRSRO – Nationally Recognized Statistical Rating Organizations
OCI – other comprehensive income
OREO – other real estate owned
Repurchase agreements – securities sold under agreements to repurchase
S&P – Standard and Poor’s
SEC – United States Securities and Exchange Commission
TDR – troubled debt restructuring
TSB – Treasure State Bank
VIE – variable interest entity
 
 
 
 
 
 








GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(Dollars in thousands, except per share data)
September 30,
2017
 
December 31,
2016
Assets
 
 
 
Cash on hand and in banks
$
136,822

 
135,268

Federal funds sold
210

 

Interest bearing cash deposits
83,178

 
17,273

Cash and cash equivalents
220,210

 
152,541

Investment securities, available-for-sale
1,886,517

 
2,425,477

Investment securities, held-to-maturity
655,128

 
675,674

Total investment securities
2,541,645

 
3,101,151

Loans held for sale
48,709

 
72,927

Loans receivable
6,509,433

 
5,684,463

Allowance for loan and lease losses
(129,576
)
 
(129,572
)
Loans receivable, net
6,379,857

 
5,554,891

Premises and equipment, net
178,672

 
176,198

Other real estate owned
14,359

 
20,954

Accrued interest receivable
50,492

 
45,832

Deferred tax asset
58,916

 
67,121

Core deposit intangible, net
14,798

 
12,347

Goodwill
177,811

 
147,053

Non-marketable equity securities
21,890

 
25,550

Other assets
91,243

 
74,035

Total assets
$
9,798,602

 
9,450,600

Liabilities
 
 
 
Non-interest bearing deposits
$
2,355,983

 
2,041,852

Interest bearing deposits
5,411,171

 
5,330,427

Securities sold under agreements to repurchase
453,596

 
473,650

Federal Home Loan Bank advances
153,685

 
251,749

Other borrowed funds
8,243

 
4,440

Subordinated debentures
126,099

 
125,991

Accrued interest payable
3,154

 
3,584

Other liabilities
80,470

 
102,038

Total liabilities
8,592,401

 
8,333,731

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
780

 
765

Paid-in capital
797,381

 
749,107

Retained earnings - substantially restricted
403,373

 
374,379

Accumulated other comprehensive income (loss)
4,667

 
(7,382
)
Total stockholders’ equity
1,206,201

 
1,116,869

Total liabilities and stockholders’ equity
$
9,798,602

 
9,450,600

Number of common stock shares issued and outstanding
78,006,956

 
76,525,402


See accompanying notes to unaudited condensed consolidated financial statements.

4




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months ended
 
Nine Months ended
(Dollars in thousands, except per share data)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Interest Income
 
 
 
 
 
 
 
Investment securities
$
19,987

 
21,827

 
63,305

 
68,747

Residential real estate loans
8,326

 
8,538

 
24,594

 
24,947

Commercial loans
59,875

 
47,694

 
166,027

 
139,199

Consumer and other loans
8,276

 
7,885

 
24,198

 
23,501

Total interest income
96,464

 
85,944

 
278,124

 
256,394

Interest Expense
 
 
 
 
 
 
 
Deposits
4,564

 
4,550

 
13,505

 
13,905

Securities sold under agreements to repurchase
537

 
289

 
1,362

 
882

Federal Home Loan Bank advances
1,398

 
1,527

 
4,642

 
4,844

Other borrowed funds
21

 
17

 
55

 
49

Subordinated debentures
1,132

 
935

 
3,228

 
2,737

Total interest expense
7,652

 
7,318

 
22,792

 
22,417

Net Interest Income
88,812

 
78,626

 
255,332

 
233,977

Provision for loan losses
3,327

 
626

 
7,938

 
1,194

Net interest income after provision for loan losses
85,485

 
78,000

 
247,394

 
232,783

Non-Interest Income
 
 
 
 
 
 
 
Service charges and other fees
17,307

 
16,307

 
50,435

 
46,760

Miscellaneous loan fees and charges
1,211

 
1,195

 
3,283

 
3,379

Gain on sale of loans
9,141

 
9,592

 
23,031

 
23,841

Gain (loss) on sale of investments
77

 
(594
)
 
(545
)
 
(706
)
Other income
3,449

 
1,793

 
8,326

 
6,030

Total non-interest income
31,185

 
28,293

 
84,530

 
79,304

Non-Interest Expense
 
 
 
 
 
 
 
Compensation and employee benefits
41,297

 
38,370

 
120,041

 
112,871

Occupancy and equipment
6,500

 
6,168

 
19,706

 
19,287

Advertising and promotions
2,239

 
2,098

 
6,381

 
6,308

Data processing
3,647

 
3,982

 
10,180

 
10,982

Other real estate owned
817

 
215

 
1,532

 
819

Regulatory assessments and insurance
1,214

 
1,158

 
3,362

 
3,732

Core deposit intangibles amortization
640

 
777

 
1,880

 
2,362

Other expenses
12,198

 
12,412

 
34,123

 
35,636

Total non-interest expense
68,552

 
65,180

 
197,205

 
191,997

Income Before Income Taxes
48,118

 
41,113

 
134,719

 
120,090

Federal and state income tax expense
11,639

 
10,156

 
33,298

 
30,000

Net Income
$
36,479

 
30,957

 
101,421

 
90,090

Basic earnings per share
$
0.47

 
0.40

 
1.31

 
1.18

Diluted earnings per share
$
0.47

 
0.40

 
1.31

 
1.18

Dividends declared per share
$
0.51

 
0.20

 
0.93

 
0.60

Average outstanding shares - basic
78,004,450

 
76,288,640

 
77,379,514

 
76,195,550

Average outstanding shares - diluted
78,065,942

 
76,350,873

 
77,442,944

 
76,247,051


See accompanying notes to unaudited condensed consolidated financial statements.

5




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Net Income
$
36,479

 
30,957

 
101,421

 
90,090

Other Comprehensive (Loss) Income, Net of Tax
 
 
 
 
 
 
 
Unrealized (losses) gains on available-for-sale securities
(2,835
)
 
(9,945
)
 
17,172

 
30,614

Reclassification adjustment for (gains) losses included in net income
(77
)
 
594

 
519

 
651

Net unrealized (losses) gains on available-for-sale securities
(2,912
)
 
(9,351
)
 
17,691

 
31,265

Tax effect
1,129

 
3,624

 
(6,853
)
 
(12,111
)
Net of tax amount
(1,783
)
 
(5,727
)
 
10,838

 
19,154

Unrealized gains (losses) on derivatives used for cash flow hedges
45

 
1,959

 
(1,799
)
 
(11,989
)
Reclassification adjustment for losses included in net income
1,182

 
1,555

 
3,776

 
4,962

Net unrealized gains (losses) on derivatives used for cash flow hedges
1,227

 
3,514

 
1,977

 
(7,027
)
Tax effect
(476
)
 
(1,362
)
 
(766
)
 
2,722

Net of tax amount
751

 
2,152

 
1,211

 
(4,305
)
Total other comprehensive (loss) income, net of tax
(1,032
)
 
(3,575
)
 
12,049

 
14,849

Total Comprehensive Income
$
35,447

 
27,382

 
113,470

 
104,939


























See accompanying notes to unaudited condensed consolidated financial statements.

6




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months ended September 30, 2017 and 2016
 
(Dollars in thousands, except per share data)
Common Stock
 
Paid-in Capital
 
Retained
Earnings
Substantially Restricted
 
Accumulated
Other Compre-
hensive Income (Loss)
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2015
76,086,288

 
$
761

 
736,368

 
337,532

 
1,989

 
1,076,650

Comprehensive income

 

 

 
90,090

 
14,849

 
104,939

Cash dividends declared ($0.60 per share)

 

 

 
(45,909
)
 

 
(45,909
)
Stock issued in connection with acquisition
349,545

 
3

 
10,462

 

 

 
10,465

Stock issuances under stock incentive plans
89,569

 
1

 
(1
)
 

 

 

Stock-based compensation and related taxes

 

 
1,634

 

 

 
1,634

Balance at September 30, 2016
76,525,402

 
$
765

 
748,463

 
381,713

 
16,838

 
1,147,779

Balance at December 31, 2016
76,525,402

 
$
765

 
749,107

 
374,379

 
(7,382
)
 
1,116,869

Comprehensive income

 

 

 
101,421

 
12,049

 
113,470

Cash dividends declared ($0.93 per share)

 

 

 
(72,427
)
 

 
(72,427
)
Stock issued in connection with acquisition
1,381,661

 
14

 
46,659

 

 

 
46,673

Stock issuances under stock incentive plans
99,893

 
1

 
(1
)
 

 

 

Stock-based compensation and related taxes

 

 
1,616

 

 

 
1,616

Balance at September 30, 2017
78,006,956

 
$
780

 
797,381

 
403,373

 
4,667

 
1,206,201



















See accompanying notes to unaudited condensed consolidated financial statements.

7




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
Operating Activities
 
 
 
Net income
$
101,421

 
90,090

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
7,938

 
1,194

Net amortization of investment securities premiums and discounts
16,265

 
19,990

Net accretion of purchase accounting adjustments
(4,534
)
 
(1,413
)
Loans held for sale originated or acquired
(672,055
)
 
(789,605
)
Proceeds from sales of loans held for sale
730,082

 
816,236

Gain on sale of loans
(23,031
)
 
(23,841
)
Loss on sale of investments
545

 
706

Bank-owned life insurance income, net
(1,032
)
 
(814
)
Stock-based compensation
3,129

 
2,225

Net tax benefits from stock-based compensation
(1,680
)
 
(793
)
Depreciation of premises and equipment
10,989

 
11,440

Gain on sale of other real estate owned and write-downs, net
(1,808
)
 
(103
)
Amortization of core deposit intangibles
1,880

 
2,362

Amortization of investments in variable interest entities
3,581

 
1,745

Net increase in accrued interest receivable
(3,564
)
 
(5,449
)
Net decrease in other assets
6,147

 
5,820

Net decrease in accrued interest payable
(431
)
 
(84
)
Net increase (decrease) in other liabilities
4,609

 
(1,182
)
Net cash provided by operating activities
178,451

 
128,524

Investing Activities
 
 
 
Sales of available-for-sale securities
247,748

 
20,539

Maturities, prepayments and calls of available-for-sale securities
347,450

 
527,596

Purchases of available-for-sale securities
(28,301
)
 
(217,261
)
Maturities, prepayments and calls of held-to-maturity securities
18,910

 
21,965

Purchases of held-to-maturity securities

 
(1,222
)
Principal collected on loans
1,472,757

 
1,276,078

Loans originated or acquired
(2,022,508
)
 
(1,755,185
)
Net additions to premises and equipment
(7,682
)
 
(6,893
)
Proceeds from sale of other real estate owned
11,812

 
8,793

Proceeds from sale of non-marketable equity securities
47,805

 
69,607

Purchases of non-marketable equity securities
(42,598
)
 
(61,999
)
Proceeds from bank-owned life insurance
437

 
294

Investments in variable interest entities
(16,541
)
 
(3,751
)
Net cash (paid) received in acquisitions
(4,091
)
 
6,701

Net cash provided by (used in) investing activities
25,198

 
(114,738
)



See accompanying notes to unaudited condensed consolidated financial statements.

8




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
Financing Activities
 
 
 
Net increase in deposits
$
98,013

 
305,035

Net decrease in securities sold under agreements to repurchase
(20,054
)
 
(22,171
)
Net decrease in short-term Federal Home Loan Bank advances
(62,800
)
 
(140,000
)
Proceeds from long-term Federal Home Loan Bank advances
150,000

 

Repayments of long-term Federal Home Loan Bank advances
(208,097
)
 
(45,491
)
Net increase in other borrowed funds
3,803

 
994

Cash dividends paid
(95,332
)
 
(53,393
)
Tax withholding payments for stock-based compensation
(1,513
)
 
(600
)
Net cash (used in) provided by financing activities
(135,980
)
 
44,374

Net increase in cash and cash equivalents
67,669

 
58,160

Cash and cash equivalents at beginning of period
152,541

 
193,253

Cash and cash equivalents at end of period
$
220,210

 
251,413

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid during the period for interest
$
23,223

 
22,506

Cash paid during the period for income taxes
29,315

 
25,254

Supplemental Disclosure of Non-Cash Investing Activities
 
 
 
Sale and refinancing of other real estate owned
$
531

 
611

Transfer of loans to other real estate owned
3,844

 
4,117

Dividends declared but not paid
232

 
15,409

Acquisitions
 
 
 
Fair value of common stock shares issued
46,673

 
10,465

Cash consideration for outstanding shares
17,342

 
3,475

Fair value of assets acquired
355,230

 
69,750

Liabilities assumed
321,824

 
62,225


















See accompanying notes to unaudited condensed consolidated financial statements.

9




GLACIER BANCORP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1. Nature of Operations and Summary of Significant Accounting Policies

General
Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including transaction and savings deposits, real estate, commercial, agriculture and consumer loans and mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities.

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, 2017, the results of operations and comprehensive income for the three and nine month periods ended September 30, 2017 and 2016, and changes in stockholders’ equity and cash flows for the nine month periods ended September 30, 2017 and 2016. The condensed consolidated statement of financial condition of the Company as of December 31, 2016 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, 2016. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results anticipated for the year ending December 31, 2017.

The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations or liquidity.

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 valuation of investment securities; 3) the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ALLL and real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to investment valuations 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 parent holding company and the Bank. The Bank consists of fourteen bank divisions, a treasury division, an information technology division and a centralized mortgage division. The treasury division includes the Bank’s investment portfolio and wholesale borrowings, the information technology division includes the Bank’s internal data processing, and the centralized mortgage division includes mortgage loan servicing and secondary market sales. The Bank divisions operate under separate names, management teams and advisory directors. The Company considers the Bank to be its sole operating segment 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. All significant inter-company transactions have been eliminated in consolidation.

The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The parent holding company also owns non-bank subsidiaries that have issued trust preferred securities as Tier 1 capital instruments. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in non-marketable equity securities on the Company's statement of financial condition.


10




In April 2017, the Company completed its acquisition of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona (collectively, “Foothills”). In August 2016, the Company completed its acquisition of Treasure State Bank, a community bank based in Missoula, Montana. The transactions were accounted for using the acquisition method, and their results of operations have been included in the Company’s consolidated financial statements as of the acquisition dates.

Pending Acquisition
In June 2017, the Company announced the signing of a definitive agreement to acquire Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). Collegiate provides banking services to businesses and individuals in the Mountain and Front Range communities of Colorado, with banking offices located in Aurora, Buena Vista, Denver and Salida. As of September 30, 2017, Collegiate had total assets of $536,387,000, gross loans of $331,486,000 and total deposits of $460,380,000. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is expected to be completed during the first quarter of 2018. Upon closing of the transaction, Collegiate will be merged into Glacier Bank and will operate as a separate bank division under its existing name and management team.

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. Fees and costs on originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield adjustment over the expected life of the loan utilizing the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. When a loan is paid off prior to maturity, the remaining fees and costs on originated loans and premiums or discounts on acquired loans are immediately recognized into interest income.

The Company’s loan segments, which are based on the purpose of the loan, 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 on non-accrual loans 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 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 ninety 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., troubled debt restructuring). Interest income on accruing impaired loans is recognized using the interest method. 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.


11




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 periodically enters into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur, the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. 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 has 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.

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 are TDRs, 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.

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 the Bank’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 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.

Risk characteristics considered in the ALLL analysis applicable to each loan class within the Company's loan portfolio are as follows:

Residential Real Estate.  Residential real estate loans are secured by owner-occupied 1-4 family residences.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers.  Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the property securing the loans and affect the borrowers' personal incomes.  Mitigating risk factors for this loan class include a large number of borrowers, geographic dispersion of market areas and the loans are originated for relatively smaller amounts.


12




Commercial Real Estate.  Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property securing the loan.  Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the loan and conditions within the local economies in the Company’s diverse, geographic market areas.

Commercial.  Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment purchases and business expansions.  The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation.  Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations across the Company’s diverse, geographic market areas.

Home Equity.  Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and amortizing closed-end) secured by owner-occupied 1-4 family residences.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers.  Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes.  Mitigating risk factors for this loan class are a large number of borrowers, geographic dispersion of market areas and the loans are originated for terms that range from 10 to 15 years.

Other Consumer.  The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other personal purposes.  Repayment of these loans is primarily dependent on the personal income of the borrowers.  Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse, geographic market area) and the creditworthiness of a borrower.

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 the Company’s judgment and experience.

The changes in trends and conditions evaluated for each class within the loan portfolio 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 global, 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.


13




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 and 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.

At acquisition date, the assets and liabilities of acquired banks are recorded at their estimated fair values which results in no ALLL carried over from acquired banks. Subsequent to acquisition, an allowance will be recorded on the acquired loan portfolios for further credit deterioration, if any.

Reclassifications
Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation.

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. The following paragraphs provide descriptions of recently adopted or newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

In August 2017, FASB amended FASB ASC Topic 815, Derivatives and Hedging. The objective of the amendments were to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments made targeted improvements to simplify the application of the hedge accounting guidance. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the full impact of the amendments on its existing interest rate swaps and whether it will early adopt. The Company does not expect there to be an impact to the Company’s financial position and results of operations, although, there may be additional financial statement disclosures. The accounting policies and procedures will be modified after the Company has fully evaluated the standard, although significant changes are not expected.

In March 2017, FASB amended FASB ASC Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs. The amendments in the Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted and if adopted in an interim period, any adjustments should be reflected as of the beginning of the year that includes the interim period. The entity should apply the amendments on a modified retrospective basis through a cumulative-effective adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has premiums on debt securities that are currently being amortized to the maturity date, primarily in the state and local governments category. The Company is currently evaluating the amount of the premium associated with debt securities that will be impacted by the amendments, the impact the amendments will have to the Company’s financial position and results of operations, and whether it will early adopt. The accounting policies and procedures will be modified after the Company has fully evaluated the standard, although significant changes are not expected.


14




In January 2017, FASB amended FASB ASC Topic 350, Simplifying the Test for Goodwill. The amendments in the Update simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, under these amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has goodwill from prior business combinations and performs an annual impairment test or more frequently if changes or circumstances occur that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. During the third quarter of 2017, the Company performed its impairment assessment and determined the fair value of the aggregated reporting units exceed the carrying value, such that the Company’s goodwill was not considered impaired. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, the Company does not anticipate a material impact from these amendments to the Company’s financial position and results of operations. The current accounting policies and processes are not anticipated to change, except for the elimination of the Step 2 analysis. For additional information regarding goodwill impairment testing, see Note 4.

In June 2016, FASB amended FASB ASC Topic 326, Financial Instruments - Credit Losses. The amendments in this Update replace the incurred loss model with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The ALLL is a material estimate of the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALLL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALLL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company will also develop new procedures for determining an allowance for credit losses relating to held-to-maturity investment securities. In addition, the current accounting policy and procedures for other-than-temporary impairment on available-for-sale investment securities will be replaced with an allowance approach. The Company has formed a project team and is actively reviewing the standard for developing and implementing processes and procedures during the next two years to ensure it is fully compliant with the amendments at adoption date. For additional information on the allowance for loan losses, see Note 3.

In March 2016, FASB amended FASB ASC Topic 718, Compensation - Stock Compensation. The amendments in this Update address certain aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of awards on the statement of cash flows. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2016 and the Company adopted the amendments as of January 1, 2017. The amendments require entities to recognize all income tax effects related to share-based payment awards in the statement of operations when the awards vest or are settled. Previously, income tax benefits at the settlement of awards were reported as increases (or decreases) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits recognized in earnings during the awards’ vesting periods. Such amounts are to be classified as an operating activity in the statement of cash flows instead of the prior accounting treatment, which required it to be classified as both an operating and a financing activity. The Company has elected to apply this classification change on a retrospective basis. Also in connection with the adoption of the Update, the Company has elected to change its accounting policy to recognize forfeitures as they occur. The requirement to report income tax effects in earnings has been applied to the settlement of awards on a prospective basis and the impact of applying the guidance reduced reported income tax expense for the nine month period ended September 30, 2017 by $555,000, or approximately $0.01 per diluted common share. The implementation of the remaining provisions of the Update did not have a significant impact on the Company’s consolidated financial statements.


15




In February 2016, FASB amended FASB ASC Topic 842, Leases. The amendments in this Update address several aspects of lease accounting with the significant change being the recognition of lease assets and lease liabilities for leases previously classified as operating leases. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company has several lease agreements for which the amendments will require the Company to recognize a lease liability to make lease payments and a right-of-use asset which will represent its right to use the underlying asset for the lease term. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date and doesn’t expect to early adopt. As permitted by the amendments, the Company is anticipating electing an accounting policy to not recognize lease assets and lease liabilities for leases with a term of twelve months or less. The impact is not expected to have a material effect on the Company’s financial position or results of operations since the Company does not have a material amount of lease agreements. The Company is currently in the process of fully evaluating the amendments and will subsequently implement new processes which are not expected to significantly change since the Company already has processes for certain lease agreements that recognize the lease assets and lease liabilities. In addition, the Company will change its current accounting policies to comply with the amendments with such changes as mentioned above.

In January 2016, FASB amended FASB ASC Topic 825, Financial Instruments. The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2017. Early adoption is only permitted under certain circumstances outlined in the amendments. A reporting entity should apply the amendments by means of a cumulative-effect adjustment to the Company’s statement of financial condition as of the beginning of the reporting year of adoption. The amendments will impact the Company in a few areas including requiring equity investments (with certain exclusions) to be measured at fair value with the changes recognized in net income, requirement to utilize an exit price when measuring the fair value of financial instruments, additional disclosures related to other comprehensive income, evaluation of a valuation allowance on a deferred tax asset related to available-for-sale investment securities in combination with the entity’s other deferred tax assets, and other disclosure changes. The Company is currently evaluating the impact of these amendments, but does not expect them to have a material material effect on the Company’s financial position or results of operations since it does not have a material amount of equity securities or a valuation allowance. However, the amendments will have an impact on certain items that are disclosed at fair value that are not currently utilizing the exit price notion when measuring fair value. As of September 30, 2017, the Company cannot quantify the change in the fair value of such disclosures since the Company is currently evaluating the full impact of the Update. The Company is actively developing appropriate procedures and processes to comply with the disclosure requirements of such amendments. The current accounting policies and procedures will be modified after the Company has fully evaluated the standard to comply with the accounting changes mentioned above.

In May 2014, FASB amended FASB ASC Topic 606, Revenue from Contracts with Customers. The amendments clarify the principles for recognizing revenue and develop a common revenue standard among industries. The new guidance establishes the following core principle: recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. Five steps are provided for a company or organization to follow to achieve such core principle. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The entity should apply the amendments using one of two retrospective methods described in the amendment. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606) delayed the effective date for public entities to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Several subsequent amendments have been issued that provide clarifying guidance and are effective with the adoption of the original Update. The Company continues to evaluate the standard and the impact of these amendments, although it doesn’t expect the amendments to have a significant impact to the Company’s financial position, results of operation, or disclosures. The amendments could potentially impact the accounting procedures and processes over the recognition of certain revenue sources, including, but not limited to, non-interest income. The Company is actively documenting its evaluation of the standard and developing processes and procedures to ensure it is fully compliant with these amendments at the date of adoption.


16




Note 2. Investment Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s investment securities:
 
September 30, 2017
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
34,161

 
45

 
(160
)
 
34,046

U.S. government sponsored enterprises
19,178

 
100

 
(11
)
 
19,267

State and local governments
623,296

 
22,616

 
(3,939
)
 
641,973

Corporate bonds
248,865

 
1,281

 
(156
)
 
249,990

Residential mortgage-backed securities
837,808

 
3,703

 
(2,582
)
 
838,929

Commercial mortgage-backed securities
102,843

 
214

 
(745
)
 
102,312

Total available-for-sale
1,866,151

 
27,959

 
(7,593
)
 
1,886,517

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
655,128

 
23,503

 
(7,433
)
 
671,198

Total held-to-maturity
655,128

 
23,503

 
(7,433
)
 
671,198

Total investment securities
$
2,521,279

 
51,462

 
(15,026
)
 
2,557,715


 
December 31, 2016
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
39,554

 
15

 
(162
)
 
39,407

U.S. government sponsored enterprises
19,557

 
55

 
(42
)
 
19,570

State and local governments
775,395

 
20,941

 
(9,963
)
 
786,373

Corporate bonds
471,569

 
1,175

 
(793
)
 
471,951

Residential mortgage-backed securities
1,014,518

 
2,744

 
(9,747
)
 
1,007,515

Commercial mortgage-backed securities
102,209

 
30

 
(1,578
)
 
100,661

Total available-for-sale
2,422,802

 
24,960

 
(22,285
)
 
2,425,477

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
675,674

 
21,400

 
(7,985
)
 
689,089

Total held-to-maturity
675,674

 
21,400

 
(7,985
)
 
689,089

Total investment securities
$
3,098,476

 
46,360

 
(30,270
)
 
3,114,566



17




The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity securities by contractual maturity at September 30, 2017. Actual maturities may differ from expected or contractual maturities since issuers have the right to prepay obligations with or without prepayment penalties.

 
September 30, 2017
 
Available-for-Sale
 
Held-to-Maturity
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Due within one year
$
83,120

 
83,270

 

 

Due after one year through five years
248,611

 
250,105

 
1,697

 
1,756

Due after five years through ten years
225,885

 
235,110

 
72,217

 
74,597

Due after ten years
367,884

 
376,791

 
581,214

 
594,845

 
925,500

 
945,276

 
655,128

 
671,198

Mortgage-backed securities 1
940,651

 
941,241

 

 

Total
$
1,866,151

 
1,886,517

 
655,128

 
671,198

__________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Proceeds from sales and calls of investment securities and the associated gains and losses that have been included in earnings are listed below:
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Available-for-sale
 
 
 
 
 
 
 
Proceeds from sales and calls of investment securities
$
155,894

 
59,974

 
268,557

 
148,458

Gross realized gains 1
278

 
366

 
3,345

 
1,309

Gross realized losses 1
(201
)
 
(960
)
 
(3,864
)
 
(1,960
)
Held-to-maturity
 
 
 
 
 
 
 
Proceeds from calls of investment securities
3,675

 
340

 
18,910

 
21,965

Gross realized gains 1

 

 
153

 
91

Gross realized losses 1

 

 
(179
)
 
(146
)
__________
1 The gain or loss on the sale or call of each investment security is determined by the specific identification method.



18




Investment securities with an unrealized loss position are summarized as follows:

 
September 30, 2017
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
1,952

 
(18
)
 
13,548

 
(142
)
 
15,500

 
(160
)
U.S. government sponsored enterprises
3,460

 
(11
)
 

 

 
3,460

 
(11
)
State and local governments
76,806

 
(932
)
 
83,941

 
(3,007
)
 
160,747

 
(3,939
)
Corporate bonds
48,048

 
(150
)
 
3,270

 
(6
)
 
51,318

 
(156
)
Residential mortgage-backed securities
350,965

 
(2,102
)
 
38,751

 
(480
)
 
389,716

 
(2,582
)
Commercial mortgage-backed securities
58,628

 
(707
)
 
8,116

 
(38
)
 
66,744

 
(745
)
Total available-for-sale
$
539,859

 
(3,920
)
 
147,626

 
(3,673
)
 
687,485

 
(7,593
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
10,683

 
(139
)
 
104,858

 
(7,294
)
 
115,541

 
(7,433
)
Total held-to-maturity
$
10,683

 
(139
)
 
104,858

 
(7,294
)
 
115,541

 
(7,433
)
 
 
December 31, 2016
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
6,718

 
(24
)
 
26,239

 
(138
)
 
32,957

 
(162
)
U.S. government sponsored enterprises
6,049

 
(42
)
 

 

 
6,049

 
(42
)
State and local governments
222,700

 
(4,949
)
 
81,783

 
(5,014
)
 
304,483

 
(9,963
)
Corporate bonds
174,821

 
(774
)
 
6,141

 
(19
)
 
180,962

 
(793
)
Residential mortgage-backed securities
688,811

 
(9,079
)
 
29,957

 
(668
)
 
718,768

 
(9,747
)
Commercial mortgage-backed securities
89,298

 
(1,578
)
 

 

 
89,298

 
(1,578
)
Total available-for-sale
$
1,188,397

 
(16,446
)
 
144,120

 
(5,839
)
 
1,332,517

 
(22,285
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
117,912

 
(1,712
)
 
86,601

 
(6,273
)
 
204,513

 
(7,985
)
Total held-to-maturity
$
117,912

 
(1,712
)
 
86,601

 
(6,273
)
 
204,513

 
(7,985
)

Based on an analysis of its investment securities with unrealized losses as of September 30, 2017 and December 31, 2016, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the investment securities is expected to recover as payments are received and the securities approach maturity. At September 30, 2017, management determined that it did not intend to sell investment securities with unrealized losses, and there was no expected requirement to sell any of its investment securities with unrealized losses before recovery of their amortized cost.


19




Note 3. Loans Receivable, Net

The Company’s loan portfolio is comprised of three segments: residential real estate, commercial, and consumer and other loans. The loan segments are further disaggregated into the following classes: residential real estate, commercial real estate, other commercial, home equity and other consumer loans. The following table presents loans receivable for each portfolio class of loans:
 
At or for the Nine Months ended
 
At or for the Year ended
(Dollars in thousands)
September 30,
2017
 
December 31,
2016
Residential real estate loans
$
734,242

 
674,347

Commercial loans
 
 
 
Real estate
3,503,976

 
2,990,141

Other commercial
1,575,514

 
1,342,250

Total
5,079,490

 
4,332,391

Consumer and other loans
 
 
 
Home equity
452,291

 
434,774

Other consumer
243,410

 
242,951

Total
695,701

 
677,725

Loans receivable
6,509,433

 
5,684,463

Allowance for loan and lease losses
(129,576
)
 
(129,572
)
Loans receivable, net
$
6,379,857

 
5,554,891

Net deferred origination (fees) costs included in loans receivable
$
(2,140
)
 
(1,228
)
Net purchase accounting (discounts) premiums included in loans receivable
$
(17,803
)
 
(12,144
)
Weighted-average interest rate on loans (tax-equivalent)
4.80
%
 
4.77
%

The following tables summarize the activity in the ALLL by portfolio segment:
  
 
Three Months ended September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,877

 
11,522

 
68,503

 
36,984

 
7,662

 
5,206

Provision for loan losses
3,327

 
(10
)
 
2,214

 
696

 
(682
)
 
1,109

Charge-offs
(5,983
)
 
(44
)
 
(3,227
)
 
(374
)
 
(15
)
 
(2,323
)
Recoveries
2,355

 
12

 
735

 
514

 
16

 
1,078

Balance at end of period
$
129,576

 
11,480

 
68,225

 
37,820

 
6,981

 
5,070




20




 
Three Months ended September 30, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
132,386

 
13,666

 
66,809

 
37,031

 
8,629

 
6,251

Provision for loan losses
626

 
108

 

 
(1,033
)
 
561

 
990

Charge-offs
(2,800
)
 
(11
)
 
(55
)
 
(342
)
 
(693
)
 
(1,699
)
Recoveries
2,322

 
148

 
490

 
923

 
77

 
684

Balance at end of period
$
132,534

 
13,911

 
67,244

 
36,579

 
8,574

 
6,226


 
Nine Months ended September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,572

 
12,436

 
65,773

 
37,823

 
7,572

 
5,968

Provision for loan losses
7,938

 
(946
)
 
6,403

 
551

 
(324
)
 
2,254

Charge-offs
(14,801
)
 
(87
)
 
(5,261
)
 
(1,855
)
 
(458
)
 
(7,140
)
Recoveries
6,867

 
77

 
1,310

 
1,301

 
191

 
3,988

Balance at end of period
$
129,576

 
11,480

 
68,225

 
37,820

 
6,981

 
5,070

 
 
Nine Months ended September 30, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,697

 
14,427

 
67,877

 
32,525

 
8,998

 
5,870

Provision for loan losses
1,194

 
(342
)
 
(3,490
)
 
3,407

 
215

 
1,404

Charge-offs
(5,332
)
 
(366
)
 
(342
)
 
(1,068
)
 
(891
)
 
(2,665
)
Recoveries
6,975

 
192

 
3,199

 
1,715

 
252

 
1,617

Balance at end of period
$
132,534

 
13,911

 
67,244

 
36,579

 
8,574

 
6,226


The following tables disclose the balance in the ALLL and the recorded investment in loans by portfolio segment:

 
September 30, 2017
(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
$
4,077

 
320

 
666

 
2,407

 
94

 
590

Collectively evaluated for impairment
125,499

 
11,160

 
67,559

 
35,413

 
6,887

 
4,480

Total allowance for loan and lease losses
$
129,576

 
11,480

 
68,225

 
37,820

 
6,981

 
5,070

Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
122,893

 
13,410

 
79,070

 
22,456

 
4,600

 
3,357

Collectively evaluated for impairment
6,386,540

 
720,832

 
3,424,906

 
1,553,058

 
447,691

 
240,053

Total loans receivable
$
6,509,433

 
734,242

 
3,503,976

 
1,575,514

 
452,291

 
243,410

 

21




 
December 31, 2016
(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
$
6,881

 
856

 
922

 
4,419

 
296

 
388

Collectively evaluated for impairment
122,691

 
11,580

 
64,851

 
33,404

 
7,276

 
5,580

Total allowance for loan and lease losses
$
129,572

 
12,436

 
65,773

 
37,823

 
7,572

 
5,968

Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
130,263

 
11,612

 
85,634

 
23,950

 
5,934

 
3,133

Collectively evaluated for impairment
5,554,200

 
662,735

 
2,904,507

 
1,318,300

 
428,840

 
239,818

Total loans receivable
$
5,684,463

 
674,347

 
2,990,141

 
1,342,250

 
434,774

 
242,951


Substantially all of the Company’s loans receivable 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.

The following tables disclose information related to impaired loans by portfolio segment:

 
At or for the Three or Nine Months ended September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
17,940

 
3,121

 
5,275

 
7,832

 
336

 
1,376

Unpaid principal balance
18,432

 
3,272

 
5,364

 
8,038

 
353

 
1,405

Specific valuation allowance
4,077

 
320

 
666

 
2,407

 
94

 
590

Average balance - three months
17,616

 
3,005

 
5,151

 
7,667

 
363

 
1,430

Average balance - nine months
19,310

 
2,916

 
6,177

 
8,550

 
402

 
1,265

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
104,953

 
10,289

 
73,795

 
14,624

 
4,264

 
1,981

Unpaid principal balance
129,250

 
11,151

 
94,342

 
16,898

 
4,799

 
2,060

Average balance - three months
107,038

 
10,369

 
76,233

 
14,332

 
4,300

 
1,804

Average balance - nine months
109,355

 
9,937

 
77,286

 
15,199

 
5,026

 
1,907

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
122,893

 
13,410

 
79,070

 
22,456

 
4,600

 
3,357

Unpaid principal balance
147,682

 
14,423

 
99,706

 
24,936

 
5,152

 
3,465

Specific valuation allowance
4,077

 
320

 
666

 
2,407

 
94

 
590

Average balance - three months
124,654

 
13,374

 
81,384

 
21,999

 
4,663

 
3,234

Average balance - nine months
128,665

 
12,853

 
83,463

 
23,749

 
5,428

 
3,172

 

22




 
At or for the Year ended December 31, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
22,128

 
2,759

 
9,129

 
8,814

 
334

 
1,092

Unpaid principal balance
22,374

 
2,825

 
9,130

 
8,929

 
345

 
1,145

Specific valuation allowance
6,881

 
856

 
922

 
4,419

 
296

 
388

Average balance
26,745

 
4,942

 
10,441

 
9,840

 
257

 
1,265

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
108,135

 
8,853

 
76,505

 
15,136

 
5,600

 
2,041

Unpaid principal balance
131,059

 
9,925

 
94,180

 
17,724

 
7,120

 
2,110

Average balance
108,827

 
12,858

 
72,323

 
15,537

 
6,004

 
2,105

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
130,263

 
11,612

 
85,634

 
23,950

 
5,934

 
3,133

Unpaid principal balance
153,433

 
12,750

 
103,310

 
26,653

 
7,465

 
3,255

Specific valuation allowance
6,881

 
856

 
922

 
4,419

 
296

 
388

Average balance
135,572

 
17,800

 
82,764

 
25,377

 
6,261

 
3,370


Interest income recognized on impaired loans for the nine months ended September 30, 2017 and 2016 was not significant.

The following tables present an aging analysis of the recorded investment in loans by portfolio segment:
 
 
September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
22,567

 
459

 
12,806

 
5,959

 
1,805

 
1,538

Accruing loans 60-89 days past due
6,548

 
1,000

 
2,800

 
1,090

 
987

 
671

Accruing loans 90 days or more past due
3,944

 
420

 

 
3,261

 
200

 
63

Non-accrual loans
46,770

 
5,321

 
27,924

 
8,540

 
3,945

 
1,040

Total past due and non-accrual loans
79,829

 
7,200

 
43,530

 
18,850

 
6,937

 
3,312

Current loans receivable
6,429,604

 
727,042

 
3,460,446

 
1,556,664

 
445,354

 
240,098

Total loans receivable
$
6,509,433

 
734,242

 
3,503,976

 
1,575,514

 
452,291

 
243,410

 
 
December 31, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
20,599

 
6,338

 
5,079

 
5,388

 
2,439

 
1,355

Accruing loans 60-89 days past due
5,018

 
1,398

 
754

 
1,352

 
844

 
670

Accruing loans 90 days or more past due
1,099

 
266

 
145

 
283

 
191

 
214

Non-accrual loans
49,332

 
4,528

 
30,216

 
8,817

 
5,240

 
531

Total past due and non-accrual loans
76,048

 
12,530

 
36,194

 
15,840

 
8,714

 
2,770

Current loans receivable
5,608,415

 
661,817

 
2,953,947

 
1,326,410

 
426,060

 
240,181

Total loans receivable
$
5,684,463

 
674,347

 
2,990,141

 
1,342,250

 
434,774

 
242,951



23




The following tables present TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted during the periods presented:

 
Three Months ended September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
5

 
1

 
1

 
3

 

 

Pre-modification recorded balance
$
956

 
317

 
386

 
253

 

 

Post-modification recorded balance
$
956

 
317

 
386

 
253

 

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans

 

 

 

 

 

Recorded balance
$

 

 

 

 

 


 
Three Months ended September 30, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
5

 

 
4

 
1

 

 

Pre-modification recorded balance
$
7,781

 

 
7,014

 
767

 

 

Post-modification recorded balance
$
7,718

 

 
6,990

 
728

 

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
1

 

 

 
1

 

 

Recorded balance
$
5

 

 

 
5

 

 


 
Nine Months ended September 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
22

 
4

 
7

 
8

 
2

 
1

Pre-modification recorded balance
$
22,912

 
652

 
13,003

 
9,069

 
178

 
10

Post-modification recorded balance
$
20,230

 
652

 
10,321

 
9,069

 
178

 
10

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
1

 

 

 
1

 

 

Recorded balance
$
18

 

 

 
18

 

 



24




 
Nine Months ended September 30, 2016
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
TDRs that occurred during the period
 
 
 
 
 
 
 
 
 
 
 
Number of loans
27

 

 
10

 
15

 
2

 

Pre-modification recorded balance
$
21,652

 

 
9,217

 
12,226

 
209

 

Post-modification recorded balance
$
21,613

 

 
9,193

 
12,211

 
209

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
9

 

 
1

 
2

 

 
6

Recorded balance
$
704

 

 
570

 
5

 

 
129


The modifications for the TDRs that occurred during the nine months ended September 30, 2017 and 2016 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.

In addition to the TDRs that occurred during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $5,152,000 and $4,967,000 for the nine months ended September 30, 2017 and 2016, respectively, for which other real estate owned (“OREO”) was received in full or partial satisfaction of the loans. The majority of such TDRs were in home equity and residential real estate for the nine months ended September 30, 2017 and 2016, respectively. At September 30, 2017 and December 31, 2016, the Company had $2,559,000 and $1,770,000, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At September 30, 2017 and December 31, 2016, the Company had $986,000 and $2,699,000, respectively, of OREO secured by residential real estate properties.

Note 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,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Net carrying value at beginning of period
$
177,811

 
140,638

 
147,053

 
140,638

Acquisitions and adjustments

 
6,415

 
30,758

 
6,415

Net carrying value at end of period
$
177,811

 
147,053

 
177,811

 
147,053


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

(Dollars in thousands)
September 30,
2017
 
December 31,
2016
 
 
 
 
Gross carrying value
$
217,970

 
187,212

 
 
 
 
Accumulated impairment charge 1
(40,159
)
 
(40,159
)
 
 
 
 
Net carrying value
$
177,811

 
147,053

 
 
 
 
__________
1 A goodwill impairment charge was recognized in 2011 and was due to high levels of volatility and dislocation in bank stock prices nationwide.


25




The Company performed its annual goodwill impairment test during the third quarter of 2017 and determined the fair value of the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future.

For additional information on goodwill related to acquisitions, see Note 12. 

Note 5. Variable Interest Entities

A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest; and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary, which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary. A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a VIE.

Consolidated Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is available to investors over a seven-year period and is subject to recapture if certain events occur during such period. The maximum exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the characteristics of a primary beneficiary; however, the related-party group does meet the criteria as a group and substantially all of the activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans originated, principal collected on loans and change in other borrowed funds.


26




The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and 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.
(Dollars in thousands)
September 30,
2017
 
December 31,
2016
Assets
 
 
 
Loans receivable
$
57,796

 
36,950

Accrued interest receivable
93

 
120

Other assets
3,261

 
1,984

Total assets
$
61,150

 
39,054

Liabilities
 
 
 
Other borrowed funds
$
7,964

 
4,105

Accrued interest payable
15

 
2

Other liabilities
6

 
27

Total liabilities
$
7,985

 
4,134


Unconsolidated Variable Interest Entities
The Company has equity investments in Low-Income Housing Tax Credit (“LIHTC”) partnerships with carrying values of $8,127,000 and $7,282,000 as of September 30, 2017 and December 31, 2016, respectively. The LIHTCs are indirect federal subsidies to finance low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten consecutive years. To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen-year period. The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. Total unfunded contingent commitments related to the Company’s LIHTC investments totaled $23,283,000 at September 30, 2017, of which $14,947,000 is expected to be fulfilled in 2017 and $8,336,000 is expected to be fulfilled in 2018. There were no impairment losses on the Company’s LIHTC investments during the nine months ended September 30, 2017.

The Company has elected to use the proportional amortization method for the amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified affordable housing project investments during the periods presented.

 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Amortization expense
$
682

 
258

 
1,825

 
867

Tax credits and other tax benefits recognized
1,040

 
322

 
2,792

 
1,145


The Company also 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 have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition.


27




Note 6. Securities Sold Under Agreements to Repurchase

The Company’s securities sold under agreements to repurchase (“repurchase agreements”) totaled $453,596,000 and $473,650,000 at September 30, 2017 and December 31, 2016, respectively, and are secured by investment securities with carrying values of $528,791,000 and $472,239,000, respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate.

The following tables summarize the carrying value of the Company’s repurchase agreements by remaining contractual maturity and category of collateral:
 
September 30, 2017
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
Up to 30 Days
 
Total
U.S. government and federal agency
$
4,261

 

 
4,261

Residential mortgage-backed securities
438,872

 

 
438,872

Commercial mortgage-backed securities
10,463

 

 
10,463

Total
$
453,596

 

 
453,596


 
December 31, 2016
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
Up to 30 Days
 
Total
Residential mortgage-backed securities
$
471,706

 
643

 
472,349

Commercial mortgage-backed securities
1,301

 

 
1,301

Total
$
473,007

 
643

 
473,650


Note 7. Derivatives and Hedging Activities

As of September 30, 2017, the Company’s interest rate swap derivative financial instruments were designated as cash flow hedges and are summarized as follows:
 
(Dollars in thousands)
Forecasted
Notional  Amount
 
Variable
Interest Rate 1
 
Fixed
Interest Rate 1
 
Payment Term
Interest rate swap
$
160,000

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

 
3 month LIBOR
 
2.498
%
 
Nov. 30, 2015 - Nov. 30, 2022
__________
1 The Company pays the fixed interest rate and the counterparty pays the Company the variable interest rate.

The hedging strategy converts the LIBOR-based variable interest rate on borrowings to a fixed interest rate, thereby protecting the Company from interest rate variability.


28




The interest rate swaps with the $160,000,000 and $100,000,000 notional amounts began their payment terms in October 2014 and November 2015, respectively. The Company designated wholesale deposits and Federal Home Loan Bank (“FHLB”) advances as the cash flow hedge and these hedged items were determined to be fully effective during the current and prior year. As such, no amount of ineffectiveness has been included in the Company’s statements of operations for the nine months ended September 30, 2017 and 2016. Therefore, the aggregate fair value of the interest rate swaps was recorded in other liabilities with changes recorded in other comprehensive income (“OCI”). The Company expects the hedges to remain highly effective during the remaining terms of the interest rate swaps. Interest expense recorded on the interest rate swaps totaled $5,993,000 and $6,015,000 for the nine months ended September 30, 2017 and 2016, respectively, and is reported as a component of interest expense on deposits and FHLB advances. Unless the interest rate swaps are terminated during the next year, the Company expects $4,494,000 of the unrealized loss reported in other comprehensive income at September 30, 2017 to be reclassified to interest expense during the next twelve months.

The following table presents the pre-tax gains or losses recorded in accumulated other comprehensive income and the Company’s statements of operations relating to the interest rate swap derivative financial instruments:

 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Interest rate swaps
 
 
 
 
 
 
 
Amount of gain (loss) recognized in OCI (effective portion)
$
45

 
1,959

 
(1,799
)
 
(11,989
)
Amount of loss reclassified from OCI to interest expense
(1,182
)
 
(1,555
)
 
(3,776
)
 
(4,962
)
Amount of loss recognized in other non-interest expense (ineffective portion)

 

 

 


The following table discloses the offsetting of financial liabilities and interest rate swap derivative liabilities. There were no interest rate swap derivative assets at the dates presented.

 
September 30, 2017
 
December 31, 2016
(Dollars in thousands)
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statements of Financial Position
 
Net Amounts of Liabilities Presented in the Statements of Financial Position
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statements of Financial Position
 
Net Amounts of Liabilities Presented in the Statements of Financial Position
Interest rate swaps
$
12,748

 

 
12,748

 
14,725

 

 
14,725


Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparty in the form of investment securities totaling $25,122,000 at September 30, 2017. There was $0 collateral pledged from the counterparty to the Company as of September 30, 2017. There is the possibility that the Company may need to pledge additional collateral in the future if there were declines in the fair value of the interest rate swap derivative financial instruments versus the collateral pledged.


29




Note 8. Other Expenses

Other expenses consists of the following:
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Debit card expenses
$
1,840

 
2,521

 
5,352

 
6,606

Consulting and outside services
1,247

 
1,516

 
3,651

 
3,840

Employee expenses
1,055

 
948

 
2,969

 
2,434

Telephone
988

 
976

 
2,899

 
2,881

VIE amortization and other expenses
1,041

 
773

 
2,453

 
1,814

Loan expenses
653

 
1,062

 
2,266

 
2,800

Postage
646

 
626

 
2,007

 
2,296

Printing and supplies
605

 
733

 
1,913

 
2,397

Accounting and audit fees
499

 
383

 
1,508

 
1,053

Business development
641

 
629

 
1,434

 
1,514

ATM expenses
641

 
250

 
1,335

 
768

Checking and operating expenses
564

 
742

 
1,291

 
2,434

Mergers and acquisition expenses
245

 
228

 
1,194

 
1,364

Legal fees
319

 
177

 
825

 
730

Other
1,214

 
848

 
3,026

 
2,705

Total other expenses
$
12,198

 
12,412

 
34,123

 
35,636


Note 9. Accumulated Other Comprehensive Income (Loss)

The following table illustrates the activity within accumulated other comprehensive income (loss) by component, net of tax:
 
(Dollars in thousands)
Gains on Available-For-Sale Securities
 
Losses on Derivatives Used for Cash Flow Hedges
 
Total
Balance at December 31, 2015
$
13,935

 
(11,946
)
 
1,989

Other comprehensive income (loss) before reclassifications
18,755

 
(7,344
)
 
11,411

Amounts reclassified from accumulated other comprehensive income
399

 
3,039

 
3,438

Net current period other comprehensive income (loss)
19,154

 
(4,305
)
 
14,849

Balance at September 30, 2016
$
33,089

 
(16,251
)
 
16,838

Balance at December 31, 2016
$
1,639

 
(9,021
)
 
(7,382
)
Other comprehensive income (loss) before reclassifications
10,520

 
(1,102
)
 
9,418

Amounts reclassified from accumulated other comprehensive income
318

 
2,313

 
2,631

Net current period other comprehensive income
10,838

 
1,211

 
12,049

Balance at September 30, 2017
$
12,477

 
(7,810
)
 
4,667



30




Note 10. 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 restricted stock awards were vested, 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,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Net income available to common stockholders, basic and diluted
$
36,479

 
30,957

 
101,421

 
90,090

Average outstanding shares - basic
78,004,450

 
76,288,640

 
77,379,514

 
76,195,550

Add: dilutive restricted stock awards
61,492

 
62,233

 
63,430

 
51,501

Average outstanding shares - diluted
78,065,942

 
76,350,873

 
77,442,944

 
76,247,051

Basic earnings per share
$
0.47

 
0.40

 
1.31

 
1.18

Diluted earnings per share
$
0.47

 
0.40

 
1.31

 
1.18


There were 0 and 10,677 restricted stock awards excluded from the diluted average outstanding share calculation for the nine months ended September 30, 2017 and 2016, respectively. Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock award exceeds the market price of the Company’s stock.

Note 11. 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

Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the nine month periods ended September 30, 2017 and 2016.

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, 2017.

Investment securities, available-for-sale: 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, market spreads, prepayments, defaults, recoveries, 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.


31




Fair value determinations of available-for-sale securities are the responsibility of the Company’s corporate accounting and treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and operating effectively. 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. In assessing credit risk, the Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’ financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk.

Interest rate swap derivative financial instruments: fair values for interest rate swap derivative financial instruments 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 Fed Funds Effective Swap Rate 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 third party.

The following tables 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, 2017
 
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
$
34,046

 

 
34,046

 

U.S. government sponsored enterprises
19,267

 

 
19,267

 

State and local governments
641,973

 

 
641,973

 

Corporate bonds
249,990

 

 
249,990

 

Residential mortgage-backed securities
838,929

 

 
838,929

 

Commercial mortgage-backed securities
102,312

 

 
102,312

 

Total assets measured at fair value on a recurring basis
$
1,886,517

 

 
1,886,517

 

Interest rate swaps
$
12,748

 

 
12,748

 

Total liabilities measured at fair value on a recurring basis
$
12,748

 

 
12,748

 



32




 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2016
 
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
$
39,407

 

 
39,407

 

U.S. government sponsored enterprises
19,570

 

 
19,570

 

State and local governments
786,373

 

 
786,373

 

Corporate bonds
471,951

 

 
471,951

 

Residential mortgage-backed securities
1,007,515

 

 
1,007,515

 

Commercial mortgage-backed securities
100,661

 

 
100,661

 

Total assets measured at fair value on a recurring basis
$
2,425,477

 

 
2,425,477

 

Interest rate swaps
$
14,725

 

 
14,725

 

Total liabilities measured at fair value on a recurring basis
$
14,725

 

 
14,725

 


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, 2017.

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

Collateral-dependent impaired loans, net of ALLL: loans included in the Company’s loan portfolio 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 valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. 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.


33




The following tables 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, 2017
 
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
$
1,616

 

 

 
1,616

Collateral-dependent impaired loans, net of ALLL
6,442

 

 

 
6,442

Total assets measured at fair value on a non-recurring basis
$
8,058

 

 

 
8,058


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2016
 
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
$
7,839

 

 

 
7,839

Collateral-dependent impaired loans, net of ALLL
5,664

 

 

 
5,664

Total assets measured at fair value on a non-recurring basis
$
13,503

 

 

 
13,503


Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

 
Fair Value September 30, 2017
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
1,616

 
Sales comparison approach
 
Selling costs
 
8.0% - 10.0% (9.3%)
Collateral-dependent impaired loans, net of ALLL
$
17

 
Cost approach
 
Selling costs
 
20.0% - 20.0% (20.0%)
 
3,020

 
Sales comparison approach
 
Selling costs
 
6.0% - 10.0% (9.2%)
 
3,405

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
 
 
 
 
Adjustment to comparables
 
20.0% - 20.0% (20.0%)
 
$
6,442

 
 
 
 
 
 


34




 
Fair Value December 31, 2016
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
7,767

 
Sales comparison approach
 
Selling costs
 
6.0% - 10.0% (6.9%)
 
 
 
 
 
Adjustment to comparables
 
0.0% - 10.0% (0.1%)
 
72

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
 
 
 
 
Adjustment to comparables
 
10.0% - 10.0% (10.0%)
 
$
7,839

 
 
 
 
 
 
Collateral-dependent impaired loans, net of ALLL
$
110

 
Cost approach
 
Selling costs
 
6.0% - 20.0% (6.6%)
 
1,982

 
Sales comparison approach
 
Selling costs
 
8.0% - 10.0% (9.6%)
 
3,572

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
 
 
 
 
Adjustment to comparables
 
20.0% - 20.0% (20.0%)
 
$
5,664

 
 
 
 
 
 
__________
1 The range for selling costs and adjustments to comparables indicate reductions to the fair value.

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.

Investment securities, held-to-maturity: fair value for held-to-maturity securities is estimated in the same manner as available-for-sale securities, which is described above.

Loans held for sale: fair value is estimated at book value.

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 valuation 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 an 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 transactions are executed at book value daily. Therefore, 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 advances: fair value of non-callable FHLB advances is estimated by discounting the future cash flows using rates of similar advances with similar maturities. Such 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.


35




Securities sold under agreements to repurchase 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.

The following tables 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, 2017
 
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
$
220,210

 
220,210

 

 

Investment securities, available-for-sale
1,886,517

 

 
1,886,517

 

Investment securities, held-to-maturity
655,128

 

 
671,198

 

Loans held for sale
48,709

 
48,709

 

 

Loans receivable, net of ALLL
6,379,857

 

 
6,172,843

 
118,816

Accrued interest receivable
50,492

 
50,492

 

 

Non-marketable equity securities
21,890

 

 
21,890

 

Total financial assets
$
9,262,803

 
319,411

 
8,752,448

 
118,816

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
7,767,154

 
6,735,130

 
1,035,141

 

FHLB advances
153,685

 

 
153,814

 

Repurchase agreements and other borrowed funds
461,839

 

 
461,839

 

Subordinated debentures
126,099

 

 
90,845

 

Accrued interest payable
3,154

 
3,154

 

 

Interest rate swaps
12,748

 

 
12,748

 

Total financial liabilities
$
8,524,679

 
6,738,284

 
1,754,387

 



36




 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount December 31, 2016
 
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
$
152,541

 
152,541

 

 

Investment securities, available-for-sale
2,425,477

 

 
2,425,477

 

Investment securities, held-to-maturity
675,674

 

 
689,089

 

Loans held for sale
72,927

 
72,927

 

 

Loans receivable, net of ALLL
5,554,891

 

 
5,380,286

 
123,382

Accrued interest receivable
45,832

 
45,832

 

 

Non-marketable equity securities
25,550

 

 
25,550

 

Total financial assets
$
8,952,892

 
271,300

 
8,520,402

 
123,382

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
7,372,279

 
6,090,879

 
1,283,532

 

FHLB advances
251,749

 

 
257,643

 

Repurchase agreements and other borrowed funds
478,090

 

 
478,090

 

Subordinated debentures
125,991

 

 
85,557

 

Accrued interest payable
3,584

 
3,584

 

 

Interest rate swaps
14,725

 

 
14,725

 

Total financial liabilities
$
8,246,418

 
6,094,463

 
2,119,547

 


Note 12. Mergers and Acquisitions

On April 30, 2017, the Company acquired 100 percent of the outstanding common stock of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank, a community bank based in Yuma, Arizona. Foothills provides banking services to individuals and businesses in Arizona, with banking offices located in Yuma, Prescott and Casa Grande, Arizona. The acquisition expands the Company’s market into the state of Arizona and further diversifies the Company’s loan, customer and deposit base. Foothills merged into Glacier Bank and operates as a separate Bank division under its existing name and management team. The Foothills acquisition was valued at $64,015,000 and resulted in the Company issuing 1,381,661 shares of its common stock and $17,342,000 in cash in exchange for all of Foothills’ outstanding common stock shares. The fair value of the Company shares issued was determined on the basis of the closing market price of the Company’s common stock on the April 30, 2017 acquisition date. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Foothills. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

The assets and liabilities of Foothills were recorded on the Company’s consolidated statements of financial condition at their estimated fair values as of the April 30, 2017 acquisition date and Foothills’ results of operations have been included in the Company’s consolidated statements of operations since that date.


37




The following table discloses the calculation of the fair value of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the Foothills acquisition:

(Dollars in thousands)
April 30,
2017
Fair value of consideration transferred
 
Fair value of Company shares issued, net of equity issuance costs
$
46,673

Cash consideration for outstanding shares
17,342

Contingent consideration

Total fair value of consideration transferred
64,015

Recognized amounts of identifiable assets acquired and liabilities assumed
 
Identifiable assets acquired
 
Cash and cash equivalents
13,251

Investment securities
25,420

Loans receivable
292,529

Core deposit intangible 1
4,331

Accrued income and other assets
19,699

Total identifiable assets acquired
355,230

Liabilities assumed
 
Deposits
296,760

FHLB advances
22,800

Accrued expenses and other liabilities
2,264

Total liabilities assumed
321,824

Total identifiable net assets
33,406

Goodwill recognized
$
30,609

__________
1 The core deposit intangible for this acquisition was determined to have an estimated life of 10 years.

The fair value of the Foothills assets acquired includes loans with fair values of $292,529,000 and the gross principal and contractual interest due under the Foothills contracts is $303,527,000. The Company evaluated the principal and contractual interest due at the acquisition date and determined that an insignificant amount is not expected to be collectible.

The Company incurred $877,000 of third-party acquisition-related costs in connection with the Foothills acquisition during the nine months ended September 30, 2017. The expenses are primarily included in other expense in the Company's consolidated statements of operations.

Total income consisting of net interest income and non-interest income of the acquired operations of Foothills was approximately $8,579,000 and net income was approximately $1,853,000 from April 30, 2017 to September 30, 2017. The following unaudited pro forma summary presents consolidated information of the Company as if the Foothills acquisition had occurred on January 1, 2016:
 
Three Months ended
 
Nine Months ended
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
September 30,
2017
 
September 30,
2016
Net interest income and non-interest income
$
119,997

 
110,969

 
345,068

 
324,277

Net income
36,479

 
32,217

 
99,231

 
93,005



38




Note 13. Subsequent Event

On October 26, 2017, the Company announced the signing of a definitive agreement to acquire Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). FSB provides banking services to individuals and businesses throughout Montana with banking offices located in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. As of September 30, 2017, FSB had total assets of $1,009,623,000, gross loans of $657,626,000 and total deposits of $873,572,000. Upon closing of the transaction, which is anticipated to take place in the first quarter of 2018, FSB will become a new Bank division headquartered in Bozeman. Big Sky Western Bank, the Bank’s existing Bozeman-based division will combine with the new FSB division. The agriculture-focused northern branches of FSB, located in the area known as the Golden Triangle, will combine with the Bank’s First Bank of Montana division.

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

The following discussion is intended to provide a more comprehensive review of the Glacier Bancorp, Inc.’s (“Company”) operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.”

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, 2016 (the “2016 Annual Report”), the following factors, among others, could cause actual results to differ materially from the anticipated results:
the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio;
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability;
changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation and other third parties;
legislative or regulatory changes, including increased banking and consumer protection regulation 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;
costs or difficulties related to the completion and integration of acquisitions;
the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;
reduced demand for banking products and services;
the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers;
competition among financial institutions in the Company's markets may increase significantly;
the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;

39




dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (“Bank”) divisions;
material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;
natural disasters, including fires, floods, earthquakes, and other unexpected events;
the Company’s success in managing risks involved in the foregoing; and
the effects of any reputational damage to the Company resulting from any of the foregoing.

Please take into account that forward-looking statements speak only as of the date of this Form 10-Q. 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights
 
At or for the Three Months ended
 
At or for the Nine Months ended
(Dollars in thousands, except per share and market data)
Sep 30,
2017
 
Jun 30,
2017
 
Mar 31,
2017
 
Sep 30,
2016
 
Sep 30,
2017
 
Sep 30,
2016
Operating results
 
 
 
 
 
 
 
 
 
 
 
Net income
$
36,479

 
33,687

 
31,255

 
30,957

 
101,421

 
90,090

Basic earnings per share
$
0.47

 
0.43

 
0.41

 
0.40

 
1.31

 
1.18

Diluted earnings per share
$
0.47

 
0.43

 
0.41

 
0.40

 
1.31

 
1.18

Dividends declared per share 1
$
0.51

 
0.21

 
0.21

 
0.20

 
0.93

 
0.60

Market value per share
 
 
 
 
 
 
 
 
 
 
 
Closing
$
37.76

 
36.61

 
33.93

 
28.52

 
37.76

 
28.52

High
$
37.76

 
36.72

 
38.03

 
29.99

 
38.03

 
29.99

Low
$
31.50

 
32.06

 
32.47

 
25.49

 
31.50

 
22.19

Selected ratios and other data
 
 
 
 
 
 
 
 
 
 
 
Number of common stock shares outstanding
78,006,956

 
78,001,890

 
76,619,952

 
76,525,402

 
78,006,956

 
76,525,402

Average outstanding shares - basic
78,004,450

 
77,546,236

 
76,572,116

 
76,288,640

 
77,379,514

 
76,195,550

Average outstanding shares - diluted
78,065,942

 
77,592,325

 
76,633,283

 
76,350,873

 
77,442,944

 
76,247,051

Return on average assets (annualized)
1.46
%
 
1.39
%
 
1.35
%
 
1.34
%
 
1.40
%
 
1.32
%
Return on average equity (annualized)
11.87
%
 
11.37
%
 
11.19
%
 
10.80
%
 
11.49
%
 
10.77
%
Efficiency ratio
53.44
%
 
52.89
%
 
55.57
%
 
55.84
%
 
53.92
%
 
56.15
%
Dividend payout ratio 1
108.51
%
 
48.84
%
 
51.22
%
 
50.00
%
 
70.99
%
 
50.85
%
Loan to deposit ratio
84.43
%
 
81.86
%
 
78.91
%
 
77.53
%
 
84.43
%
 
77.53
%
Number of full time equivalent employees
2,250

 
2,265

 
2,224

 
2,207

 
2,250

 
2,207

Number of locations
145

 
145

 
142

 
142

 
145

 
142

Number of ATMs
200

 
199

 
195

 
200

 
200

 
200

_______
1 Includes a special dividend declared of $0.30 per share for the three and nine months ended September 30, 2017.


40




The Company reported net income of $36.5 million for the current quarter, an increase of $5.5 million, or 18 percent, from the $31.0 million of net income for the prior year third quarter. Diluted earnings per share for the current quarter was $0.47 per share, an increase of $0.07, or 18 percent, from the prior year third quarter diluted earnings per share of $0.40. Included in the current quarter was $245 thousand of acquisition-related expenses.

Net income for the nine months ended September 30, 2017 was $101.4 million, an increase of $11.3 million, or 13 percent, from the $90.1 million of net income for the first nine months of the prior year. Diluted earnings per share for the first nine months of 2017 was $1.31 per share, an increase of $0.13, or 11 percent, from the diluted earnings per share of $1.18 for the same period in the prior year.

Acquisitions
On October 26, 2017, the Company announced the signing of a definitive agreement to acquire Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). FSB provides banking services to individuals and businesses throughout Montana with banking offices located in Bozeman, Belgrade, Big Sky, Choteau, Fairfield, Fort Benton, Three Forks, Vaughn and West Yellowstone. As of September 30, 2017, FSB had total assets of $1.010 billion, gross loans of $658 million and total deposits of $874 million. Upon closing of the transaction, which is anticipated to take place in the first quarter of 2018, FSB will become a new Bank division headquartered in Bozeman. Big Sky Western Bank, the Bank’s existing Bozeman-based division will combine with the new FSB division. The agriculture-focused northern branches of FSB, located in the area known as the Golden Triangle, will combine with the Bank’s First Bank of Montana division.

On June 6, 2017, the Company announced the signing of a definitive agreement to acquire Columbine Capital Corp., the holding company for Collegiate Peaks Bank, a community bank in Buena Vista, Colorado (collectively, “Collegiate”). As of September 30, 2017, Collegiate had total assets of $536 million, gross loans of $331 million and total deposits of $460 million. The acquisition marks the Company’s 19th acquisition since 2000, its eighth transaction in the past five years, and its fourth transaction in the state of Colorado. The acquisition is subject to required regulatory approvals and other customary conditions of closing and is expected to be completed during the first quarter of 2018. Upon closing of the transaction, Collegiate will be merged into Glacier Bank and will operate as a separate Bank division under its existing name and management team.

On April 30, 2017, the Company completed the acquisition of TFB Bancorp, Inc. and its wholly-owned subsidiary, The Foothills Bank (collectively, “Foothills”), which resulted in goodwill of $30.6 million. The Company’s results of operations and financial condition include the acquisition of Foothills from the acquisition date. For additional information regarding this acquisition, see Note 12 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.” The following table provides information on the fair value of selected classifications of Foothills’ assets and liabilities acquired:

(Dollars in thousands)
April 30,
2017
Total assets
$
385,839

Investment securities
25,420

Loans receivable
292,529

Non-interest bearing deposits
97,527

Interest bearing deposits
199,233

Federal Home Loan Bank advances
22,800



41




Financial Condition Analysis

Assets
The following table summarizes the Company’s assets as of the dates indicated: 
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
Cash and cash equivalents
$
220,210

 
237,590

 
152,541

 
251,413

 
(17,380
)
 
67,669

 
(31,203
)
Investment securities, available-for-sale
1,886,517

 
2,142,472

 
2,425,477

 
2,292,079

 
(255,955
)
 
(538,960
)
 
(405,562
)
Investment securities, held-to-maturity
655,128

 
659,347

 
675,674

 
679,707

 
(4,219
)
 
(20,546
)
 
(24,579
)
Total investment securities
2,541,645

 
2,801,819

 
3,101,151

 
2,971,786

 
(260,174
)
 
(559,506
)
 
(430,141
)
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
734,242

 
712,726

 
674,347

 
696,817

 
21,516

 
59,895

 
37,425

Commercial real estate
3,503,976

 
3,393,753

 
2,990,141

 
2,919,415

 
110,223

 
513,835

 
584,561

Other commercial
1,575,514

 
1,549,067

 
1,342,250

 
1,303,241

 
26,447

 
233,264

 
272,273

Home equity
452,291

 
445,245

 
434,774

 
435,935

 
7,046

 
17,517

 
16,356

Other consumer
243,410

 
244,971

 
242,951

 
240,554

 
(1,561
)
 
459

 
2,856

Loans receivable
6,509,433

 
6,345,762

 
5,684,463

 
5,595,962

 
163,671

 
824,970

 
913,471

Allowance for loan and lease losses
(129,576
)
 
(129,877
)
 
(129,572
)
 
(132,534
)
 
301

 
(4
)
 
2,958

Loans receivable, net
6,379,857

 
6,215,885

 
5,554,891

 
5,463,428

 
163,972

 
824,966

 
916,429

Other assets
656,890

 
644,200

 
642,017

 
630,248

 
12,690

 
14,873

 
26,642

Total assets
$
9,798,602

 
9,899,494

 
9,450,600

 
9,316,875

 
(100,892
)
 
348,002

 
481,727


The Company is managing its asset size to stay below $10 billion through the remainder of the current year to delay the impact of the Durbin Amendment for one additional year. The Company is accomplishing this strategy by paying down borrowings and wholesale deposits with cash flow from investment securities and the excess cash was redoployed into the higher yielding loan portfolio. The Durbin Amendment, which was passed as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), establishes limits on the amount of interchange fees that can be charged to merchants for debit card processing and will reduce the Company’s service charges fee income in the future.
 
Total investment securities of $2.542 billion at September 30, 2017 decreased $260 million, or 9 percent, during the current quarter and decreased $430 million, or 14 percent, from the prior year third quarter. Investment securities represented 26 percent of total assets at September 30, 2017 compared to 33 percent of total assets at December 31, 2016 and 32 percent of total assets at September 30, 2016.

The Company experienced another strong quarter for loan growth with an increase of $164 million, or 10 percent annualized, during the current quarter. The loan category with the largest increase was commercial real estate loans which increased $110 million, or 3 percent. Excluding the Foothills acquisition, the loan portfolio increased $621 million, or 11 percent, since September 30, 2016 with the primary increases coming from growth in commercial real estate and other commercial loans of $354 million and $244 million, respectively.


42




Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,355,983

 
2,234,058

 
2,041,852

 
2,098,747

 
121,925

 
314,131

 
257,236

NOW and DDA accounts
1,733,353

 
1,717,351

 
1,588,550

 
1,514,330

 
16,002

 
144,803

 
219,023

Savings accounts
1,081,056

 
1,059,717

 
996,061

 
938,547

 
21,339

 
84,995

 
142,509

Money market deposit accounts
1,564,738

 
1,608,994

 
1,464,415

 
1,442,602

 
(44,256
)
 
100,323

 
122,136

Certificate accounts
846,005

 
886,504

 
948,714

 
975,521

 
(40,499
)
 
(102,709
)
 
(129,516
)
Core deposits, total
7,581,135

 
7,506,624

 
7,039,592

 
6,969,747

 
74,511

 
541,543

 
611,388

Wholesale deposits
186,019

 
291,339

 
332,687

 
339,572

 
(105,320
)
 
(146,668
)
 
(153,553
)
Deposits, total
7,767,154

 
7,797,963

 
7,372,279

 
7,309,319

 
(30,809
)
 
394,875

 
457,835

Securities sold under agreements to repurchase
453,596

 
451,050

 
473,650

 
401,243

 
2,546

 
(20,054
)
 
52,353

Federal Home Loan Bank advances
153,685

 
211,505

 
251,749

 
211,833

 
(57,820
)
 
(98,064
)
 
(58,148
)
Other borrowed funds
8,243

 
5,817

 
4,440

 
5,956

 
2,426

 
3,803

 
2,287

Subordinated debentures
126,099

 
126,063

 
125,991

 
125,956

 
36

 
108

 
143

Other liabilities
83,624

 
97,139

 
105,622

 
114,789

 
(13,515
)
 
(21,998
)
 
(31,165
)
Total liabilities
$
8,592,401

 
8,689,537

 
8,333,731

 
8,169,096

 
(97,136
)
 
258,670

 
423,305


Core deposits increased $74.5 million, or 1 percent, from the prior quarter, with the largest increase in non-interest bearing deposits which increased $121.9 million, or 5 percent. As part of the strategy to stay below $10 billion in total assets, the Company reduced the amount of wholesale deposits during the current quarter which decreased $105 million, or 36 percent, over the prior quarter. Excluding the Foothills acquisition, core deposits increased $315 million, or 5 percent, from September 30, 2016.

Securities sold under agreements to repurchase (“repurchase agreements”) of $454 million at September 30, 2017 increased $2.5 million, or 1 percent, from the prior quarter and increased $52.4 million, or 13 percent, from the prior year third quarter. Federal Home Loan Bank (“FHLB”) advances of $154 million at September 30, 2017 decreased $57.8 million from the prior quarter as a result of the Company prepaying $50 million of higher cost advances.


43




Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated: 
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands, except per share data)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
Common equity
$
1,201,534

 
1,204,258

 
1,124,251

 
1,130,941

 
(2,724
)
 
77,283

 
70,593

Accumulated other comprehensive (loss) income
4,667

 
5,699

 
(7,382
)
 
16,838

 
(1,032
)
 
12,049

 
(12,171
)
Total stockholders’ equity
1,206,201

 
1,209,957

 
1,116,869

 
1,147,779

 
(3,756
)
 
89,332

 
58,422

Goodwill and core deposit intangible, net
(192,609
)
 
(193,249
)
 
(159,400
)
 
(160,008
)
 
640

 
(33,209
)
 
(32,601
)
Tangible stockholders’ equity
$
1,013,592

 
1,016,708

 
957,469

 
987,771

 
(3,116
)
 
56,123

 
25,821

Stockholders’ equity to total assets
12.31
%
 
12.22
%
 
11.82
%
 
12.32
%
 
 
 
 
 
 
Tangible stockholders’ equity to total tangible assets
10.55
%
 
10.47
%
 
10.31
%
 
10.79
%
 
 
 
 
 
 
Book value per common share
$
15.46

 
15.51

 
14.59

 
15.00

 
(0.05
)
 
0.87

 
0.46

Tangible book value per common share
$
12.99

 
13.03

 
12.51

 
12.91

 
(0.04
)
 
0.48

 
0.08


Tangible stockholders’ equity of $1.014 billion at September 30, 2017 was stable compared to the prior quarter which was the result of the Company declaring a special and regular quarterly dividend which offset the current quarter net income. Tangible stockholders’ equity increased $25.8 million, or 3 percent, from a year ago, the result of earnings retention and $46.7 million of Company stock issued in connection with the Foothills acquisition; such increases more than offset the increase in goodwill and core deposit intangibles and the decrease in accumulated other comprehensive income. Tangible book value per common share at quarter end decreased $0.04 per share from the prior quarter and increased $0.08 per share from a year ago.

Cash Dividend
On September 11, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.21 per share and a special cash dividend of $0.30 per share. The quarterly dividend was payable September 28, 2017 to shareholders of record on September 21, 2017. The special dividend was payable September 29, 2017 to shareholders of record on September 22, 2017. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.


44




Operating Results for Three Months Ended September 30, 2017 
Compared to June 30, 2017, March 31, 2017 and September 30, 2016

Income Summary
The following table summarizes revenue for the periods indicated: 

 
Three Months ended
 
$ Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Mar 31,
2017
 
Sep 30,
2016
 
Jun 30,
2017
 
Mar 31,
2017
 
Sep 30,
2016
Net interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
96,464

 
94,032

 
87,628

 
85,944

 
2,432

 
8,836

 
10,520

Interest expense
7,652

 
7,774

 
7,366

 
7,318

 
(122
)
 
286

 
334

Total net interest income
88,812

 
86,258

 
80,262

 
78,626

 
2,554

 
8,550

 
10,186

Non-interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
Service charges and other fees
17,307

 
17,495

 
15,633

 
16,307

 
(188
)
 
1,674

 
1,000

Miscellaneous loan fees and charges
1,211

 
1,092

 
980

 
1,195

 
119

 
231

 
16

Gain on sale of loans
9,141

 
7,532

 
6,358

 
9,592

 
1,609

 
2,783

 
(451
)
Gain (loss) on sale of investments
77

 
(522
)
 
(100
)
 
(594
)
 
599

 
177

 
671

Other income
3,449

 
2,059

 
2,818

 
1,793

 
1,390

 
631

 
1,656

Total non-interest income
31,185

 
27,656

 
25,689

 
28,293

 
3,529

 
5,496

 
2,892

 
$
119,997

 
113,914

 
105,951

 
106,919

 
6,083

 
14,046

 
13,078

Net interest margin (tax-equivalent)
4.11
%
 
4.12
%
 
4.03
%
 
4.00
%
 
 
 
 
 
 

Net Interest Income
In the current quarter, interest income of $96.5 million increased $2.4 million, or 3 percent, from the prior quarter and increased $10.5 million, or 12 percent, over the prior year third quarter with both increases attributable to the increase in interest from commercial loans. Interest income on commercial loans increased $3.7 million, or 7 percent, from the prior quarter and increased $12.2 million, or 26 percent, from the prior year third quarter. As a result of the shrinking investment portfolio, interest income from investments decreased $1.4 million from the prior quarter and $1.8 million from the prior year third quarter.

The current quarter interest expense of $7.7 million decreased $122 thousand, or 2 percent, from the prior quarter and increased $334 thousand, or 5 percent, from the prior year third quarter. The total cost of funding (including non-interest bearing deposits) for the current quarter was 35 basis points compared to 37 basis points for the prior quarter and 37 basis points for the prior year third quarter.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 4.11 percent compared to 4.12 percent in the prior quarter. The 1 basis points decrease in the net interest margin was the result of a 3 basis point reduction on the earning asset yield which was partially offset by a 2 basis point reduction in cost of funds. The decrease in earning asset yield was primarily driven by the decrease in higher yielding securities and the decrease in cost of funds was driven by an increase in non-interest bearing deposits and a decrease in borrowings. The current quarter net interest margin increased 11 basis points over the prior year third quarter net interest margin of 4.00 percent, due to the remix of earning assets to higher yielding loans.


45




Non-interest Income
Non-interest income for the current quarter totaled $31.2 million, an increase of $3.5 million, or 13 percent, from the prior quarter and an increase of $2.9 million, or 10 percent, over the same quarter last year. Service charges and other fees of $17.3 million, decreased by $188 thousand, or 1 percent, from the prior quarter primarily from seasonal activity and increased $1.0 million, or 6 percent, from the prior year third quarter which was driven by the increased number of accounts. Gain on sale of loans for the current quarter increased $1.6 million, or 21 percent, from the prior quarter and decreased $451 thousand, or 5 percent, from the prior year third quarter. Other income of $3.4 million, increased $1.4 million, or 68 percent, over the prior quarter and increased $1.7 million, or 92 percent over the prior year third quarter principally due to the increase in gain on sale of other real estate owned (“OREO”). Gain on sale of OREO during the third quarter of 2017 was $1.5 million compared to $369 thousand in the prior quarter and $134 thousand in the prior year third quarter.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
 
 
Three Months ended
 
$ Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Mar 31,
2017
 
Sep 30,
2016
 
Jun 30,
2017
 
Mar 31,
2017
 
Sep 30,
2016
Compensation and employee benefits
$
41,297

 
39,498

 
39,246

 
38,370

 
1,799

 
2,051

 
2,927

Occupancy and equipment
6,500

 
6,560

 
6,646

 
6,168

 
(60
)
 
(146
)
 
332

Advertising and promotions
2,239

 
2,169

 
1,973

 
2,098

 
70

 
266

 
141

Data processing
3,647

 
3,409

 
3,124

 
3,982

 
238

 
523

 
(335
)
Other real estate owned
817

 
442

 
273

 
215

 
375

 
544

 
602

Regulatory assessments and insurance
1,214

 
1,087

 
1,061

 
1,158

 
127

 
153

 
56

Core deposit intangibles amortization
640

 
639

 
601

 
777

 
1

 
39

 
(137
)
Other expenses
12,198

 
11,505

 
10,420

 
12,412

 
693

 
1,778

 
(214
)
Total non-interest expense
$
68,552

 
65,309

 
63,344

 
65,180

 
3,243

 
5,208

 
3,372


During 2016, the Company consolidated its Bank divisions’ individual core database systems into a single core database and re-issued debit cards with chip technology (the Core Consolidation Project or “CCP”). Expenses related to CCP were $1.4 million during the third quarter of 2016. Excluding CCP expenses, non-interest expense for the current quarter increased $4.8 million, or 7 percent, over the prior year third quarter.

Compensation and employee benefits for the current quarter increased $1.8 million, or 5 percent, from the prior quarter as a result of increased cost of benefits, the Foothills acquisition, and a reduction in deferred compensation from loan production. Compensation and employee benefits increased by $2.9 million, or 8 percent, from the prior year third quarter due to salary increases and the increased number of employees from acquisitions. Data processing expense increased $238 thousand, or 7 percent, from the prior quarter. Data processing expense decreased $335, or 8 percent, from the prior year third quarter as a result of decreased costs associated with CCP. Other expenses increased $693 thousand, or 6 percent from the prior quarter with changes in several categories. Other expense decreased $214 thousand, or 2 percent, from the prior year third quarter as a result of decreased costs associated with CCP.


46




Efficiency Ratio
The current quarter efficiency ratio was 53.44 percent, a 55 basis points increase from the prior quarter efficiency ratio of 52.89 percent which was the result of an increase in operating expenses that outpaced the increase in net interest income and non-interest income. The current quarter efficiency ratio decreased 240 basis points from the prior year third quarter ratio of 55.84 percent and was attributable to the increase in net interest income primarily due to higher interest income on commercial loans.

Provision for Loan Losses 
The following table summarizes the provision for loan losses, net charge-offs and select ratios relating to the provision for loan losses for the previous eight quarters:
(Dollars in thousands)
Provision
for Loan
Losses
 
Net
Charge-Offs (Recoveries)
 
Allowance for Loan and Lease Losses
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
Third quarter 2017
$
3,327

 
$
3,628

 
1.99
%
 
0.45
%
 
0.67
%
Second quarter 2017
3,013

 
2,362

 
2.05
%
 
0.49
%
 
0.70
%
First quarter 2017
1,598

 
1,944

 
2.20
%
 
0.67
%
 
0.75
%
Fourth quarter 2016
1,139

 
4,101

 
2.28
%
 
0.45
%
 
0.76
%
Third quarter 2016
626

 
478

 
2.37
%
 
0.49
%
 
0.84
%
Second quarter 2016

 
(2,315
)
 
2.46
%
 
0.44
%
 
0.82
%
First quarter 2016
568

 
194

 
2.50
%
 
0.46
%
 
0.88
%
Fourth quarter 2015
411

 
1,482

 
2.55
%
 
0.38
%
 
0.88
%

Net charge-offs for the current quarter were $3.6 million compared to $2.4 million for the prior quarter and $478 thousand from the same quarter last year. There was $3.3 million of current quarter provision for loan losses, compared to $3.0 million in the prior quarter and $626 thousand in the prior year third quarter. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will continue to determine the level of the loan loss provision.

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.”


47




Operating Results For Nine Months ended September 30, 2017
Compared to September 30, 2016
 
Income Summary
The following table summarizes revenue for the periods indicated:

 
Years ended
 
$ Change
 
% Change
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
Net interest income
 
 
 
 
 
 
 
Interest income
$
278,124

 
$
256,394

 
$
21,730

 
8
 %
Interest expense
22,792

 
22,417

 
375

 
2
 %
Total net interest income
255,332

 
233,977

 
21,355

 
9
 %
Non-interest income
 
 
 
 
 
 
 
Service charges and other fees
50,435

 
46,760

 
3,675

 
8
 %
Miscellaneous loan fees and charges
3,283

 
3,379

 
(96
)
 
(3
)%
Gain on sale of loans
23,031

 
23,841

 
(810
)
 
(3
)%
Loss on sale of investments
(545
)
 
(706
)
 
161

 
(23
)%
Other income
8,326

 
6,030

 
2,296

 
38
 %
Total non-interest income
84,530

 
79,304

 
5,226

 
7
 %
 
$
339,862

 
$
313,281

 
$
26,581

 
8
 %
Net interest margin (tax-equivalent)
4.09
%
 
4.02
%
 
 
 
 

Net Interest Income
Interest income for the first nine months of the current year increased $21.7 million, or 8 percent, from the prior year first nine months and was principally due to a $26.8 million increase in income from commercial loans which more than offset the decrease of $5.4 million in interest income on investments.

Interest expense of $22.8 million for the first nine months of the current year increased $375 thousand over the the same period in the prior year. The total funding cost (including non-interest bearing deposits) for the first nine months of 2017 was 36 basis points compared to 38 basis points for the first nine months of 2016.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the first nine months of 2017 was 4.09 percent, a 7 basis point increase from the net interest margin of 4.02 percent for the first nine months of 2016. The increase in the margin was primarily attributable to a shift in earning assets to higher yielding loans combined with a continued increase in low cost deposits.

Non-interest Income
Non-interest income of $84.5 million for the first nine months of 2017 increased $5.2 million, or 7 percent, over the same period last year. Service charges and other fees of $50.4 million for the first nine months of 2017 increased $3.7 million, or 8 percent, from the same period last year as a result of an increased number of deposit accounts. The gain on sale of loans of $23.0 million for the first nine months of 2017 decreased $810 thousand, or 3 percent, from the same period last year which was due to a lower volume of refinanced mortgages. Other income of $8.3 million for the first nine months of 2017 increased $2.3 thousand, or 38 percent, over the same period last year and was the result of an increase on gain on sale of OREO.


48




Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:

 
Years ended
 
$ Change
 
% Change
(Dollars in thousands)
September 30,
2017
 
September 30,
2016
 
Compensation and employee benefits
$
120,041

 
$
112,871

 
$
7,170

 
6
 %
Occupancy and equipment
19,706

 
19,287

 
419

 
2
 %
Advertising and promotions
6,381

 
6,308

 
73

 
1
 %
Data processing
10,180

 
10,982

 
(802
)
 
(7
)%
Other real estate owned
1,532

 
819

 
713

 
87
 %
Regulatory assessments and insurance
3,362

 
3,732

 
(370
)
 
(10
)%
Core deposit intangible amortization
1,880

 
2,362

 
(482
)
 
(20
)%
Other expenses
34,123

 
35,636

 
(1,513
)
 
(4
)%
Total non-interest expense
$
197,205

 
$
191,997

 
$
5,208

 
3
 %

Expenses related to CCP were $3.6 million during the first nine months of 2016. Excluding CCP expenses, non-interest expense for the current year increased $8.8 million, or 5 percent, over the prior year. Compensation and employee benefits for the first nine months of 2017 increased $7.2 million, or 6 percent, from the same period last year due to salary increases, vesting of restricted stock awards, and the increased number of employees from the acquired banks. Data processing expense decreased $802 thousand, or 7 percent, from the prior year first nine months as a result of decreased costs associated with CCP. Current year other expenses of $34.1 million decreased $1.5 million, or 4 percent, from the prior year and was principally driven by decreased costs associated with CCP.

Efficiency Ratio
The efficiency ratio of 53.92 percent for the first nine months of 2017 decreased 223 basis points from the prior year efficiency ratio of 56.15 percent for the first nine months of 2016 which resulted from the increase in net interest income largely due to higher interest income on commercial loans.

Provision for Loan Losses
The provision for loan losses was $7.9 million for the first nine months of 2017, an increase of $6.7 million from the same period in the prior year. Net charge-offs during the first nine months of 2017 were $7.9 million compared to net recoveries of $1.6 million from the first nine months of 2016.


49




ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity
Investment securities classified as available-for-sale are carried at estimated fair value and investment securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale securities are reflected as an adjustment to other comprehensive income. The Company’s investment securities are summarized below:

 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
(Dollars in thousands)
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
34,046

 
1
%
 
$
39,407

 
1
%
 
$
41,593

 
1
%
U.S. government sponsored enterprises
19,267

 
1
%
 
19,570

 
1
%
 
16,367

 
%
State and local governments
641,973

 
25
%
 
786,373

 
25
%
 
852,059

 
29
%
Corporate bonds
249,990

 
10
%
 
471,951

 
15
%
 
404,413

 
14
%
Residential mortgage-backed securities
838,929

 
33
%
 
1,007,515

 
33
%
 
945,653

 
32
%
Commercial mortgage-backed securities
102,312

 
4
%
 
100,661

 
3
%
 
31,994

 
1
%
Total available-for-sale
1,886,517

 
74
%
 
2,425,477

 
78
%
 
2,292,079

 
77
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
655,128

 
26
%
 
675,674

 
22
%
 
679,707

 
23
%
Total held-to-maturity
655,128

 
26
%
 
675,674

 
22
%
 
679,707

 
23
%
Total investment securities
$
2,541,645

 
100
%
 
$
3,101,151

 
100
%
 
$
2,971,786

 
100
%

The Company’s investment portfolio is primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s maximum federal statutory rate of 35 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities are primarily short, weighted-average life U.S. agency guaranteed residential mortgage pass-through securities.  To a lesser extent, mortgage-backed securities also consist of short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations and U.S. agency guaranteed commercial mortgage-backed securities. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s) as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

50




The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

 
September 30, 2017
 
December 31, 2016
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
S&P: AAA / Moody’s: Aaa
$
311,651

 
315,417

 
345,527

 
346,301

S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
779,790

 
801,508

 
879,271

 
894,652

S&P: A+, A, A- / Moody’s: A1, A2, A3
172,675

 
181,764

 
209,217

 
216,589

S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3
2,271

 
2,354

 
2,270

 
2,352

Not rated by either entity
11,189

 
11,261

 
13,934

 
14,694

Below investment grade
848

 
867

 
850

 
874

Total
$
1,278,424

 
1,313,171

 
1,451,069

 
1,475,462


State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

 
September 30, 2017
 
December 31, 2016
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
General obligation - unlimited
$
726,755

 
748,780

 
805,779

 
819,990

General obligation - limited
200,561

 
210,202

 
221,099

 
228,218

Revenue
323,684

 
326,333

 
389,506

 
391,615

Certificate of participation
19,380

 
20,167

 
23,590

 
24,603

Other
8,044

 
7,689

 
11,095

 
11,036

Total
$
1,278,424

 
1,313,171

 
1,451,069

 
1,475,462


The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

 
September 30, 2017
 
December 31, 2016
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Washington
$
186,561

 
193,259

 
188,778

 
193,035

Texas
171,630

 
176,828

 
193,652

 
196,641

Michigan
158,423

 
165,308

 
173,400

 
177,305

Montana
91,326

 
96,105

 
94,168

 
97,259

Ohio
71,342

 
73,558

 
72,526

 
74,731

All other states
599,142

 
608,113

 
728,545

 
736,491

Total
$
1,278,424

 
1,313,171

 
1,451,069

 
1,475,462



51




The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity investment securities by contractual maturity at September 30, 2017. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt investment securities exclude the federal income tax benefit.

 
One Year or Less
 
After One through Five Years
 
After Five through Ten Years
 
After Ten Years
 
Mortgage-Backed Securities
 
Total
(Dollars in thousands)
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$

 
%
 
$
2,203

 
2.07
%
 
$
16,337

 
1.45
%
 
$
15,506

 
1.80
%
 
$

 
%
 
$
34,046

 
1.64
%
U.S. government sponsored enterprises

 
%
 
19,267

 
1.96
%
 

 
%
 

 
%
 

 
%
 
19,267

 
1.96
%
State and local governments
27,752

 
1.99
%
 
34,163

 
2.27
%
 
218,773

 
3.69
%
 
361,285

 
4.06
%
 

 
%
 
641,973

 
3.74
%
Corporate bonds
55,518

 
2.10
%
 
194,472

 
2.23
%
 

 
%
 

 
%
 

 
%
 
249,990

 
2.20
%
Residential mortgage-backed securities

 
%
 

 
%
 

 
%
 

 
%
 
838,929

 
2.04
%
 
838,929

 
2.04
%
Commercial mortgage-backed securities

 
%
 

 
%
 

 
%
 

 
%
 
102,312

 
2.06
%
 
102,312

 
2.06
%
Total available- for-sale
83,270

 
2.06
%
 
250,105

 
2.21
%
 
235,110

 
3.53
%
 
376,791

 
3.96
%
 
941,241

 
2.04
%
 
1,886,517

 
2.62
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and local governments

 
%
 
1,697

 
2.27
%
 
72,217

 
3.01
%
 
581,214

 
4.10
%
 

 
%
 
655,128

 
3.97
%
Total held-to-maturity

 
%
 
1,697

 
2.27
%
 
72,217

 
3.01
%
 
581,214

 
4.10
%
 

 
%
 
655,128

 
3.97
%
Total investment securities
$
83,270

 
2.06
%
 
$
251,802

 
2.22
%
 
$
307,327

 
3.40
%
 
$
958,005

 
4.04
%
 
$
941,241

 
2.04
%
 
$
2,541,645

 
2.97
%

For additional information on investment securities, 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. Non-marketable equity securities largely consist of capital stock issued by the FHLB of Des Moines and are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities as of September 30, 2017, the Company determined that none of such securities had other-than-temporary impairment.

Debt securities. 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. For debt securities with limited or inactive markets, the impact of macroeconomic conditions in the U.S. upon fair value estimates includes higher risk-adjusted discount rates and changes in credit ratings provided by NRSRO. In June 2017, S&P issued a credit opinion confirming its AA+ rating of U.S. government long-term debt, and the outlook remains stable. In June 2017, Moody's issued a credit opinion confirming its Aaa rating of U.S. government long-term debt and the outlook remains stable. In April 2017, Fitch issued a credit opinion confirming its AAA rating of U.S. government long-term debt and the outlook remains stable. S&P, Moody's and Fitch have similar credit ratings and outlooks with respect to certain long-term debt instruments issued by Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and other U.S. government agencies linked to the long-term U.S. debt.


52




The following table separates investments with an unrealized loss position at September 30, 2017 into two categories: investments purchased prior to 2017 and those purchased during 2017. Of those investments purchased prior to 2017, the fair market value and unrealized gain or loss at December 31, 2016 is also presented.

 
September 30, 2017
 
December 31, 2016
(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 2017
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
15,500

 
$
(160
)
 
(1
)%
 
$
18,387

 
$
(133
)
 
(1
)%
U.S. government sponsored enterprises
3,460

 
(11
)
 
 %
 
3,424

 
(41
)
 
(1
)%
State and local governments
276,288

 
(11,372
)
 
(4
)%
 
277,049

 
(12,207
)
 
(4
)%
Corporate bonds
51,318

 
(156
)
 
 %
 
51,648

 
(380
)
 
(1
)%
Residential mortgage-backed securities
383,978

 
(2,557
)
 
(1
)%
 
457,616

 
(7,545
)
 
(2
)%
Commercial mortgage-backed securities
65,594

 
(720
)
 
(1
)%
 
70,980

 
(1,840
)
 
(3
)%
Total
$
796,138

 
$
(14,976
)
 
(2
)%
 
$
879,104

 
$
(22,146
)
 
(3
)%
Temporarily impaired securities purchased during 2017
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
5,738

 
$
(25
)
 
 %
 
 
 
 
 
 
Commercial mortgage-backed securities
1,150

 
(25
)
 


 
 
 
 
 
 
Total
$
6,888

 
$
(50
)
 
(1
)%
 
 
 
 
 
 
Temporarily impaired securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
15,500

 
$
(160
)
 
(1
)%
 
 
 
 
 
 
U.S. government sponsored enterprises
3,460

 
(11
)
 
 %
 
 
 
 
 
 
State and local governments
276,288

 
(11,372
)
 
(4
)%
 
 
 
 
 
 
Corporate bonds
51,318

 
(156
)
 
 %
 
 
 
 
 
 
Residential mortgage-backed securities
389,716

 
(2,582
)
 
(1
)%
 
 
 
 
 
 
Commercial mortgage-backed securities
66,744

 
(745
)
 
(1
)%
 
 
 
 
 
 
Total
$
803,026

 
$
(15,026
)
 
(2
)%
 
 
 
 
 
 

With respect to severity, the following table provides the number of debt securities and amount of unrealized loss in the various ranges of unrealized loss as a percent of book value at September 30, 2017:
(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss
5.1% to 10.0%
69

 
$
(8,264
)
0.1% to 5.0%
341

 
(6,762
)
Total
410

 
$
(15,026
)


53




With respect to the duration of the impaired debt securities, the Company identified 197 securities which have been continuously impaired for the twelve months ending September 30, 2017. The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in the prior year(s) in which the identified securities were in an unrealized loss position.

The following table provides details of the 197 debt securities which have been continuously impaired for the twelve months ended September 30, 2017, 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
U.S. government and federal agency
15

 
$
(142
)
 
$
(31
)
State and local governments
153

 
(10,301
)
 
(1,273
)
Corporate bonds
2

 
(6
)
 
(6
)
Residential mortgage-backed securities
25

 
(480
)
 
(99
)
Commercial mortgage-backed securities
2

 
(38
)
 
(19
)
Total
197

 
$
(10,967
)
 
 

Based on the Company's analysis of its impaired debt securities as of September 30, 2017, the Company determined that none of such securities had other-than-temporary impairment and the unrealized losses were primarily the result of interest rate changes and market spreads subsequent to acquisition. A substantial portion of the debt securities with unrealized losses at September 30, 2017 were issued by Fannie Mae, Freddie Mac, Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company's impaired debt securities at September 30, 2017 have been determined by the Company to be investment grade.

Lending Activity
The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments and classes, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Residential real estate loans
$
734,242

 
11
 %
 
$
674,347

 
12
 %
 
$
696,817

 
13
 %
Commercial loans
 
 
 
 
 
 
 
 
 
 
 
Real estate
3,503,976

 
55
 %
 
2,990,141

 
54
 %
 
2,919,415

 
53
 %
Other commercial
1,575,514

 
25
 %
 
1,342,250

 
24
 %
 
1,303,241

 
24
 %
Total
5,079,490

 
80
 %
 
4,332,391

 
78
 %
 
4,222,656

 
77
 %
Consumer and other loans
 
 
 
 
 
 
 
 
 
 
 
Home equity
452,291

 
7
 %
 
434,774

 
8
 %
 
435,935

 
8
 %
Other consumer
243,410

 
4
 %
 
242,951

 
4
 %
 
240,554

 
4
 %
Total
695,701

 
11
 %
 
677,725

 
12
 %
 
676,489

 
12
 %
Loans receivable
6,509,433

 
102
 %
 
5,684,463

 
102
 %
 
5,595,962

 
102
 %
Allowance for loan and lease losses
(129,576
)
 
(2
)%
 
(129,572
)
 
(2
)%
 
(132,534
)
 
(2
)%
Loans receivable, net
$
6,379,857

 
100
 %
 
$
5,554,891

 
100
 %
 
$
5,463,428

 
100
 %

54




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 Six Months ended
 
At or for the Year ended
 
At or for the Nine Months ended
(Dollars in thousands)
September 30,
2017
 
June 30,
2017
 
December 31,
2016
 
September 30,
2016
Other real estate owned
$
14,359

 
18,500

 
20,954

 
22,662

Accruing loans 90 days or more past due
 
 
 
 
 
 
 
Residential real estate
420

 
398

 
266

 
222

Commercial
3,261

 
1,493

 
428

 
2,687

Consumer and other
263

 
1,307

 
405

 
390

Total
3,944

 
3,198

 
1,099

 
3,299

Non-accrual loans
 
 
 
 
 
 
 
Residential real estate
5,321

 
5,698

 
4,528

 
4,538

Commercial
36,464

 
37,511

 
39,033

 
42,221

Consumer and other
4,985

 
3,974

 
5,771

 
5,521

Total
46,770

 
47,183

 
49,332

 
52,280

Total non-performing assets
$
65,073

 
68,881

 
71,385

 
78,241

Non-performing assets as a percentage of subsidiary assets
0.67
%
 
0.70
%
 
0.76
%
 
0.84
%
ALLL as a percentage of non-performing loans
256
%
 
258
%
 
257
%
 
238
%
Accruing loans 30-89 days past due
$
29,115

 
31,124

 
25,617

 
27,384

Accruing troubled debt restructurings
$
31,093

 
31,742

 
52,077

 
52,578

Non-accrual troubled debt restructurings
$
22,134

 
25,418

 
21,693

 
23,427

U.S. government guarantees included in non-performing assets
$
1,913

 
1,158

 
1,746

 
1,487

Interest income 1
$
1,679

 
1,119

 
2,364

 
1,881

__________
1 
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.

Non-performing assets at September 30, 2017 were $65.1 million, a decrease of $3.8 million, or 6 percent, from the prior quarter and a decrease of $13.2 million, or 17 percent, from a year ago. Non-performing assets as a percentage of subsidiary assets at September 30, 2017 was 0.67 percent which was a decrease of 17 basis points from the prior year third quarter of 0.84 percent. Early stage delinquencies (accruing loans 30-89 days past due) of $29.1 million at September 30, 2017 decreased $2.0 million from the prior quarter and increased $1.7 million from the prior year third quarter.

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 (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. The Company evaluates the level of its non-performing loans, the values of the underlying real estate and other collateral, and related trends in internal and external environmental factors and 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.


55




In prior years, construction loans, a regulatory classification, accounted for a significant portion of the Company’s non-accrual loans. As a result of the gradual economic recovery and the Company’s diligent focus on this category of non-performing loans, construction loans only accounted for 24 percent of the Company’s non-accrual loans as of September 30, 2017. With very limited exceptions, 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.

For additional information on accounting policies relating to non-performing assets and impaired loans, see Note 1 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

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. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans ninety 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., troubled debt restructuring). Impaired loans were $123 million and $130 million as of September 30, 2017 and December 31, 2016, respectively. The ALLL includes specific valuation allowances of $4.1 million and $6.9 million of impaired loans as of September 30, 2017 and December 31, 2016, respectively.

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. 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 use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company’s TDR loans of $53.2 million and $73.8 million as of September 30, 2017 and December 31, 2016, respectively, are considered impaired loans.

Other Real Estate Owned
The book value of loans prior to the acquisition of collateral and transfer of the loans into OREO during 2017 was $5.2 million. The fair value of the loan collateral acquired in foreclosure during 2017 was $3.8 million. The following table sets forth the changes in OREO for the periods indicated:
 
At or for the Nine Months ended
 
At or for the Six Months ended
 
At or for the Year ended
 
At or for the Nine Months ended
(Dollars in thousands)
September 30,
2017
 
June 30,
2017
 
December 31,
2016
 
September 30,
2016
Balance at beginning of period
$
20,954

 
20,954

 
26,815

 
26,815

Acquisitions
96

 
96

 
882

 
882

Additions
3,844

 
3,521

 
5,198

 
4,117

Capital improvements

 

 
149

 
149

Write-downs
(443
)
 
(275
)
 
(1,821
)
 
(92
)
Sales
(10,092
)
 
(5,796
)
 
(10,269
)
 
(9,209
)
Balance at end of period
$
14,359

 
18,500

 
20,954

 
22,662



56




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, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs and credit-related policies and personnel. 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 GAAP. 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 historical loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors.

The Bank divisions’ credit administration reviews their respective loan portfolios 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 allowance and reviews and approves the overall ALLL. 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 loans collectively evaluated for impairment 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’s model includes fourteen Bank divisions with separate management teams providing 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 this slowly improving, but fragile economic recovery and 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.

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.


57




The following table summarizes the allocation of the ALLL as of the dates indicated:

 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
(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
$
11,480

 
9
%
 
11
%
 
$
12,436

 
9
%
 
12
%
 
$
13,911

 
10
%
 
13
%
Commercial real estate
68,225

 
53
%
 
54
%
 
65,773

 
51
%
 
52
%
 
67,244

 
51
%
 
52
%
Other commercial
37,820

 
29
%
 
24
%
 
37,823

 
29
%
 
24
%
 
36,579

 
28
%
 
23
%
Home equity
6,981

 
5
%
 
7
%
 
7,572

 
6
%
 
8
%
 
8,574

 
6
%
 
8
%
Other consumer
5,070

 
4
%
 
4
%
 
5,968

 
5
%
 
4
%
 
6,226

 
5
%
 
4
%
Total
$
129,576

 
100
%
 
100
%
 
$
129,572

 
100
%
 
100
%
 
$
132,534

 
100
%
 
100
%

The following table summarizes the ALLL experience for the periods indicated:
 
At or for the Nine Months ended
 
At or for the Six Months ended
 
At or for the Year ended
 
At or for the Nine Months ended
(Dollars in thousands)
September 30,
2017
 
June 30,
2017
 
December 31,
2016
 
September 30,
2016
Balance at beginning of period
$
129,572

 
129,572

 
129,697

 
129,697

Provision for loan losses
7,938

 
4,611

 
2,333

 
1,194

Charge-offs
 
 
 
 
 
 
 
Residential real estate
(87
)
 
(43
)
 
(464
)
 
(366
)
Commercial loans
(7,116
)
 
(3,515
)
 
(4,860
)
 
(1,410
)
Consumer and other loans
(7,598
)
 
(5,260
)
 
(6,172
)
 
(3,556
)
Total charge-offs
(14,801
)
 
(8,818
)
 
(11,496
)
 
(5,332
)
Recoveries
 
 
 
 
 
 
 
Residential real estate
77

 
65

 
207

 
192

Commercial loans
2,611

 
1,362

 
5,576

 
4,914

Consumer and other loans
4,179

 
3,085

 
3,255

 
1,869

Total recoveries
6,867

 
4,512

 
9,038

 
6,975

Net (charge-offs) recoveries
(7,934
)
 
(4,306
)
 
(2,458
)
 
1,643

Balance at end of period
$
129,576

 
129,877

 
129,572

 
132,534

ALLL as a percentage of total loans
1.99
%
 
2.05
%
 
2.28
%
 
2.37
 %
Net charge-offs (recoveries) as a percentage of total loans
0.12
%
 
0.07
%
 
0.04
%
 
(0.03
)%

The ALLL as a percentage of total loans outstanding at September 30, 2017 was 1.99 percent, a decrease of 29 basis points from 2.28 percent at December 31, 2016 which was driven by loan growth, stabilizing credit quality, and no allowance carried over from the Foothills acquisition as a result of the acquired loans recorded at fair value.

The Company’s ALLL of $130 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended September 30, 2017 and 2016, the Company believes the ALLL 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.

When applied to the Company’s historical loss experience, the qualitative or 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 2017, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $4 thousand. During the same period in 2016, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $2.8 million.

58




The Company provides commercial services to individuals, small to medium-sized businesses, community organizations and public entities from 145 locations, including 136 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado and Arizona. The states in which the Company operates have 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.

Overall, there continues to be slow improvements in the economic environment compared to the past several years and the housing market is slowly recovering. Home prices continue to increase in all of the states within the Company’s footprint. Colorado, Idaho and Washington are experiencing the strongest pricing pressures, while Wyoming and Montana continue to lag behind the national trend. Five of the Company’s states are ranked in the top 10 nationally for house price appreciation. Home ownership in the United States has continually declined since 2008; however, there have been recent periods of increased home ownership during the second half of 2015, the second half of 2016 and the second quarter of 2017. The long-term average for the United States homeownership rate is at 65.3 percent. Quarterly personal income growth remains in positive territory for each of the Company’s states, except for Wyoming, while Washington, Arizona, Colorado, Idaho and Utah exceed the national average. The Federal Reserve Bank of Philadelphia’s composite state coincident indices projects steady growth in Washington, Arizona, Idaho, Wyoming and Colorado during the next six months, while growth in Montana and Utah is expected to remain steady. During the second quarter of 2017, the United States economy grew at its strongest pace in two years as profits from current production increased. All of the states in the Company’s footprint have unemployment rates at or below 5 percent, which reflects the Federal Reserve’s definition of full employment. Crude oil, natural gas and base metal prices have all tapered off or decreased slightly and certain agriculture commodities within the Company’s footprint remain volatile. The tourism industry and related lodging activity continues to be a source of strength for locations where the Company’s markets include national parks and similar recreational areas. However, Canadian tourism in Washington, Idaho and Montana has been negatively impacted by the weak Canadian dollar. Overall, the Company sees positive signs in the various economic indices; however, given the significant recession experienced during 2008 and 2009, the Company is cautiously optimistic about the subsequent recovery of the housing industry. The Company will continue to actively monitor the economy’s impact on its lending portfolio.

In evaluating the need for a specific or general valuation allowance for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio (i.e., regulatory classification), 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 were 13 percent of the Company’s total loan portfolio and accounted for 24 percent and 20 percent of the Company’s non-accrual loans at September 30, 2017 and December 31, 2016, respectively. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (e.g., multi-acre parcels and individual lots, with and without shorelines).

The Company’s ALLL consisted of the following components as of the dates indicated:
(Dollars in thousands)
September 30,
2017
 
June 30,
2017
 
December 31,
2016
 
September 30,
2016
Specific valuation allowance
$
4,077

 
3,081

 
6,881

 
5,966

General valuation allowance
125,499

 
126,796

 
122,691

 
126,568

Total ALLL
$
129,576

 
129,877

 
129,572

 
132,534


During 2017, the ALLL increased by $4 thousand, the net result of a $2.8 million decrease in the specific valuation allowance and a $2.8 million increase in the general valuation allowance. The specific valuation allowance decreased as the result of a $4.2 million decrease in loans individually evaluated for impairment with a specific impairment. The increase in the general valuation allowance since the prior year end was a result of an increase of $534 million in loans collectively evaluated for impairment, excluding the current year acquisition. At acquisition date, the assets and liabilities of the acquired banks are recorded at their estimated fair values which results in no ALLL carried over on loans from acquired banks.

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.”

59




Loans by Regulatory Classification
Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments and classes which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:
 
Loans Receivable, by Loan Type
 
% Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
Custom and owner occupied construction
$
106,615

 
$
103,816

 
$
86,233

 
$
82,935

 
3
 %
 
24
 %
 
29
 %
Pre-sold and spec construction
82,023

 
76,553

 
66,184

 
66,812

 
7
 %
 
24
 %
 
23
 %
Total residential construction
188,638

 
180,369

 
152,417

 
149,747

 
5
 %
 
24
 %
 
26
 %
Land development
83,414

 
80,044

 
75,078

 
68,597

 
4
 %
 
11
 %
 
22
 %
Consumer land or lots
99,866

 
107,124

 
97,449

 
96,798

 
(7
)%
 
2
 %
 
3
 %
Unimproved land
64,610

 
67,935

 
69,157

 
69,880

 
(5
)%
 
(7
)%
 
(8
)%
Developed lots for operative builders
12,830

 
12,337

 
13,254

 
13,256

 
4
 %
 
(3
)%
 
(3
)%
Commercial lots
25,984

 
25,675

 
30,523

 
27,512

 
1
 %
 
(15
)%
 
(6
)%
Other construction
367,060

 
307,547

 
257,769

 
246,753

 
19
 %
 
42
 %
 
49
 %
Total land, lot, and other construction
653,764

 
600,662

 
543,230

 
522,796

 
9
 %
 
20
 %
 
25
 %
Owner occupied
1,109,796

 
1,091,119

 
977,932

 
963,063

 
2
 %
 
13
 %
 
15
 %
Non-owner occupied
1,180,976

 
1,148,831

 
929,729

 
890,981

 
3
 %
 
27
 %
 
33
 %
Total commercial real estate
2,290,772

 
2,239,950

 
1,907,661

 
1,854,044

 
2
 %
 
20
 %
 
24
 %
Commercial and industrial
766,970

 
769,105

 
686,870

 
697,598

 
 %
 
12
 %
 
10
 %
Agriculture
468,168

 
457,286

 
407,208

 
425,645

 
2
 %
 
15
 %
 
10
 %
1st lien
873,061

 
849,601

 
877,893

 
883,034

 
3
 %
 
(1
)%
 
(1
)%
Junior lien
53,337

 
53,316

 
58,564

 
61,788

 
 %
 
(9
)%
 
(14
)%
Total 1-4 family
926,398

 
902,917

 
936,457

 
944,822

 
3
 %
 
(1
)%
 
(2
)%
Multifamily residential
185,891

 
172,523

 
184,068

 
204,395

 
8
 %
 
1
 %
 
(9
)%
Home equity lines of credit
429,483

 
419,940

 
402,614

 
399,446

 
2
 %
 
7
 %
 
8
 %
Other consumer
153,363

 
155,098

 
155,193

 
154,547

 
(1
)%
 
(1
)%
 
(1
)%
Total consumer
582,846

 
575,038

 
557,807

 
553,993

 
1
 %
 
4
 %
 
5
 %
Other
494,695

 
485,638

 
381,672

 
313,991

 
2
 %
 
30
 %
 
58
 %
Total loans receivable, including loans held for sale
6,558,142

 
6,383,488

 
5,757,390

 
5,667,031

 
3
 %
 
14
 %
 
16
 %
Less loans held for sale 1
(48,709
)
 
(37,726
)
 
(72,927
)
 
(71,069
)
 
29
 %
 
(33
)%
 
(31
)%
Total loans receivable
$
6,509,433

 
$
6,345,762

 
$
5,684,463

 
$
5,595,962

 
3
 %
 
15
 %
 
16
 %
__________
1  Loans held for sale are primarily 1st lien 1-4 family loans.

60




The following tables summarize selected information identified by regulatory classification of the Company’s non-performing assets.
 
 
Non-performing Assets,  by Loan Type
 
Non-
Accrual
Loans
 
Accruing
Loans 90  Days or  More Past Due
 
Other
Real  Estate
Owned
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Sep 30,
2017
Sep 30,
2017
Sep 30,
2017
Custom and owner occupied construction
$
177

 
177

 

 
375

 

 
177

 

Pre-sold and spec construction
267

 
272

 
226

 
250

 
267

 

 

Total residential construction
444

 
449

 
226

 
625

 
267

 
177

 

Land development
8,116

 
8,428

 
9,864

 
11,717

 
1,118

 

 
6,998

Consumer land or lots
2,451

 
1,868

 
2,137

 
2,196

 
1,517

 
44

 
890

Unimproved land
10,320

 
11,933

 
11,905

 
12,068

 
8,086

 

 
2,234

Developed lots for operative builders
116

 
116

 
175

 
175

 

 

 
116

Commercial lots
1,374

 
1,559

 
1,466

 
2,165

 
258

 

 
1,116

Other construction
151

 
151

 

 

 

 

 
151

Total land, lot and other construction
22,528

 
24,055

 
25,547

 
28,321

 
10,979

 
44

 
11,505

Owner occupied
14,207

 
17,757

 
18,749

 
19,970

 
12,435

 
400

 
1,372

Non-owner occupied
4,251

 
2,791

 
3,426

 
4,005

 
3,863

 

 
388

Total commercial real estate
18,458

 
20,548

 
22,175

 
23,975

 
16,298

 
400

 
1,760

Commercial and industrial
5,190

 
4,753

 
5,184

 
5,175

 
5,033

 
111

 
46

Agriculture
3,998

 
2,877

 
1,615

 
2,329

 
3,352

 
646

 

1st lien
7,688

 
9,057

 
9,186

 
9,333

 
6,868

 
523

 
297

Junior lien
591

 
727

 
1,167

 
1,335

 
448

 
94

 
49

Total 1-4 family
8,279

 
9,784

 
10,353

 
10,668

 
7,316

 
617

 
346

Multifamily residential

 

 
400

 
432

 

 

 

Home equity lines of credit
4,151

 
5,864

 
5,494

 
4,734

 
3,381

 
130

 
640

Other consumer
225

 
551

 
391

 
182

 
144

 
19

 
62

Total consumer
4,376

 
6,415

 
5,885

 
4,916

 
3,525

 
149

 
702

Other
1,800

 

 

 
1,800

 

 
1,800

 

Total
$
65,073

 
68,881

 
71,385

 
78,241

 
46,770

 
3,944

 
14,359




61




 
Accruing 30-89 Days Delinquent Loans,  by Loan Type
 
% Change from
(Dollars in thousands)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
Custom and owner occupied construction
$
415

 
$
493

 
$
1,836

 
$
65

 
(16
)%
 
(77
)%
 
538
 %
Pre-sold and spec construction
451

 
155

 

 

 
191
 %
 
n/m

 
n/m

Total residential construction
866

 
648

 
1,836

 
65

 
34
 %
 
(53
)%
 
1,232
 %
Land development
5

 

 
154

 

 
n/m

 
(97
)%
 
n/m

Consumer land or lots
615

 
808

 
638

 
130

 
(24
)%
 
(4
)%
 
373
 %
Unimproved land
621

 
1,115

 
1,442

 
857

 
(44
)%
 
(57
)%
 
(28
)%
Commercial lots
15

 

 

 

 
n/m

 
n/m

 
n/m

Other construction

 

 

 
7,125

 
n/m

 
n/m

 
(100
)%
Total land, lot and other construction
1,256

 
1,923

 
2,234

 
8,112

 
(35
)%
 
(44
)%
 
(85
)%
Owner occupied
4,450

 
5,038

 
2,307

 
586

 
(12
)%
 
93
 %
 
659
 %
Non-owner occupied
5,502

 
6,533

 
1,689

 
5,830

 
(16
)%
 
226
 %
 
(6
)%
Total commercial real estate
9,952

 
11,571

 
3,996

 
6,416

 
(14
)%
 
149
 %
 
55
 %
Commercial and industrial
5,784

 
5,825

 
3,032

 
4,038

 
(1
)%
 
91
 %
 
43
 %
Agriculture
780

 
1,067

 
1,133

 
989

 
(27
)%
 
(31
)%
 
(21
)%
1st lien
2,973

 
2,859

 
7,777

 
3,439

 
4
 %
 
(62
)%
 
(14
)%
Junior lien
3,463

 
815

 
1,016

 
977

 
325
 %
 
241
 %
 
254
 %
Total 1-4 family
6,436

 
3,674

 
8,793

 
4,416

 
75
 %
 
(27
)%
 
46
 %
Multifamily residential
237

 
2,011

 
10

 

 
(88
)%
 
2,270
 %
 
n/m

Home equity lines of credit
2,065

 
2,819

 
1,537

 
2,383

 
(27
)%
 
34
 %
 
(13
)%
Other consumer
1,735

 
1,572

 
1,180

 
943

 
10
 %
 
47
 %
 
84
 %
Total consumer
3,800

 
4,391

 
2,717

 
3,326

 
(13
)%
 
40
 %
 
14
 %
Other
4

 
14

 
1,866

 
22

 
(71
)%
 
(100
)%
 
(82
)%
Total
$
29,115

 
$
31,124

 
$
25,617

 
$
27,384

 
(6
)%
 
14
 %
 
6
 %
__________
n/m - not measurable


62




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)
Sep 30,
2017
 
Jun 30,
2017
 
Dec 31,
2016
 
Sep 30,
2016
 
Sep 30,
2017
 
Sep 30,
2017
Custom and owner occupied construction
$
58

 

 
(1
)
 

 
62

 
4

Pre-sold and spec construction
(19
)
 
(15
)
 
786

 
(39
)
 

 
19

Total residential construction
39

 
(15
)
 
785

 
(39
)
 
62

 
23

Land development
(67
)
 
(46
)
 
(2,661
)
 
(2,372
)
 

 
67

Consumer land or lots
(150
)
 
(107
)
 
(688
)
 
(487
)
 
6

 
156

Unimproved land
(177
)
 
(110
)
 
(184
)
 
(114
)
 

 
177

Developed lots for operative builders
(16
)
 
(10
)
 
(27
)
 
(23
)
 

 
16

Commercial lots
(4
)
 
(3
)
 
27

 
29

 

 
4

Other construction
390

 
390

 

 

 
390

 

Total land, lot and other construction
(24
)
 
114

 
(3,533
)
 
(2,967
)
 
396

 
420

Owner occupied
3,416

 
853

 
1,196

 
(354
)
 
4,036

 
620

Non-owner occupied
214

 
(2
)
 
44

 
9

 
217

 
3

Total commercial real estate
3,630

 
851

 
1,240

 
(345
)
 
4,253

 
623

Commercial and industrial
429

 
494

 
(370
)
 
(643
)
 
875

 
446

Agriculture
(11
)
 
14

 
50

 
(29
)
 
17

 
28

1st lien
(201
)
 
(32
)
 
487

 
132

 
100

 
301

Junior lien
746

 
746

 
60

 
(15
)
 
812

 
66

Total 1-4 family
545

 
714

 
547

 
117

 
912

 
367

Multifamily residential
(229
)
 
(229
)
 
229

 
229

 

 
229

Home equity lines of credit
262

 
271

 
611

 
450

 
436

 
174

Other consumer
98

 
(8
)
 
257

 
255

 
369

 
271

Total consumer
360

 
263

 
868

 
705

 
805

 
445

Other
3,195

 
2,100

 
2,642

 
1,329

 
7,481

 
4,286

Total
$
7,934

 
4,306

 
2,458

 
(1,643
)
 
14,801

 
6,867





63




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 also obtains funds from repayment of loans and investment securities, repurchase agreements, wholesale deposits, advances from FHLB and other borrowings. 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, match maturities of longer-term assets or manage interest rate risk.

Deposits
The Company has several 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 NOW and demand accounts, savings, money market deposit accounts, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. In addition, wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. The Company’s deposits are summarized below:

 
September 30, 2017
 
December 31, 2016
 
September 30, 2016
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Non-interest bearing deposits
$
2,355,983

 
30
%
 
$
2,041,852

 
28
%
 
$
2,098,747

 
29
%
NOW and DDA accounts
1,733,353

 
22
%
 
1,588,550

 
22
%
 
1,514,330

 
21
%
Savings accounts
1,081,056

 
14
%
 
996,061

 
13
%
 
938,547

 
13
%
Money market deposit accounts
1,564,738

 
20
%
 
1,464,415

 
20
%
 
1,442,602

 
20
%
Certificate accounts
846,005

 
11
%
 
948,714

 
13
%
 
975,521

 
13
%
Wholesale deposits
186,019

 
3
%
 
332,687

 
4
%
 
339,572

 
4
%
Total interest bearing deposits
5,411,171

 
70
%
 
5,330,427

 
72
%
 
5,210,572

 
71
%
Total deposits
$
7,767,154

 
100
%
 
$
7,372,279

 
100
%
 
$
7,309,319

 
100
%

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings
The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase that same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. Through a policy adopted by the Bank’s Board of Directors, the Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and investment securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.


64




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 Bank’s 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 and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed 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 and other risks.

The following table provides information relating to significant 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,
2017
 
December 31,
2016
Repurchase agreements
 
 
 
Amount outstanding at end of period
$
453,596

 
473,650

Weighted interest rate on outstanding amount
0.57
%
 
0.34
%
Maximum outstanding at any month-end
$
497,187

 
473,650

Average balance
$
425,864

 
384,066

Weighted-average interest rate
0.43
%
 
0.31
%

Subordinated Debentures
In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. The subordinated debentures outstanding as of September 30, 2017 were $126 million, including fair value adjustments from prior acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, there may be various outstanding commitments to obtain funding 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. The Company does not anticipate any material losses as a result of these transactions.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated variable interest entities (“VIE”), see Note 5 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”


65




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; and
3.
Balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO 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, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)
September 30,
2017
 
December 31,
2016
FHLB advances
 
 
 
Borrowing capacity
$
1,792,044

 
1,558,527

Amount utilized
(153,685
)
 
(251,749
)
Amount available
$
1,638,359

 
1,306,778

FRB discount window
 
 
 
Borrowing capacity
$
1,126,816

 
1,226,683

Amount utilized

 

Amount available
$
1,126,816

 
1,226,683

Unsecured lines of credit available
$
230,000

 
255,000

Unencumbered investment securities
 
 
 
U.S. government and federal agency
$
31,808

 
39,407

U.S. government sponsored enterprises
3,741

 
12,086

State and local governments
637,355

 
814,942

Corporate bonds
8,329

 
19,573

Residential mortgage-backed securities
117,210

 
258,260

Commercial mortgage-backed securities
47,277

 
78,144

Total unencumbered securities
$
845,720

 
1,222,412



66




Capital Resources
Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 78,006,956 have been issued as of September 30, 2017. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of September 30, 2017. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies implemented final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginning on January 1, 2015 and ending on January 1, 2019. The Final Rules implemented the third installment of the Basel Accords (“Basel III”) regulatory capital reforms and changes required by the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. Under Basel III, the Company must hold a conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer for 2017 is 1.25%. As of September 30, 2017, management believes the Company and Bank meet all capital adequacy requirements to which they are subject.

The following table illustrates the Bank’s regulatory ratios and the Federal Reserve’s current capital adequacy guidelines as of September 30, 2017. The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.

 
Total Capital (To Risk-Weighted Assets)
 
Tier 1 Capital (To Risk-Weighted Assets)
 
Common Equity Tier 1 (To Risk-Weighted Assets)
 
Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank’s actual regulatory ratios
15.11
%
 
13.86
%
 
13.86
%
 
11.26
%
Minimum capital requirements
8.00
%
 
6.00
%
 
4.50
%
 
4.00
%
Well capitalized requirements
10.00
%
 
8.00
%
 
6.50
%
 
5.00
%
Minimum capital requirements, including fully-phased in capital conservation buffer (2019)
10.50
%
 
8.50
%
 
7.00
%
 
N/A


There are no conditions or events since September 30, 2017 that management believes have changed the Company’s or Bank’s risk-based capital category.


67




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, Utah, Colorado and Arizona 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, 7.4 percent in Idaho, 5 percent in Utah, 4.63 percent in Colorado and 6.968 percent in Arizona. Washington and Wyoming do not impose a corporate income tax.

Income tax expense for the nine months ended September 30, 2017 and 2016 was $33.3 million and $30.0 million, respectively. The Company’s effective tax rate for the nine months ended September 30, 2017 and 2016 was 24.7 percent and 25.0 percent, respectively. The current and prior year’s low effective tax rates are due to income from tax-exempt investment securities, municipal loans and leases and benefits from federal income tax credits. The income from tax-exempt investment securities, loans and leases was $42.2 million and $43.4 million for the nine months ended September 30, 2017 and 2016, respectively. The benefits from federal income tax credits were $4.3 million and $2.4 million for the nine months ended September 30, 2017 and 2016, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of NMTCs. Administered by the Community Development Financial Institutions Fund (“CDFI 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 (“LIHTC”) 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 of $21.4 million in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these investment securities are subject to federal and state income tax.

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
2017
$
3,196

 
2,860

 
793

 
6,849

2018
2,874

 
4,186

 
744

 
7,804

2019
2,974

 
4,323

 
695

 
7,992

2020
3,296

 
4,109

 
646

 
8,051

2021
3,296

 
3,291

 
600

 
7,187

Thereafter
4,459

 
18,034

 
2,293

 
24,786

 
$
20,095

 
36,803

 
5,771

 
62,669



68




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 yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).
 
Three Months ended
 
Nine Months ended
 
September 30, 2017
 
September 30, 2017
(Dollars in thousands)
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Residential real estate loans
$
771,342

 
$
8,326

 
4.32
%
 
$
739,921

 
$
24,594

 
4.43
%
Commercial loans 1
4,968,989

 
61,560

 
4.92
%
 
4,692,565

 
170,604

 
4.86
%
Consumer and other loans
688,294

 
8,276

 
4.77
%
 
680,368

 
24,198

 
4.76
%
Total loans 2
6,428,625

 
78,162

 
4.82
%
 
6,112,854

 
219,396

 
4.80
%
Tax-exempt investment securities 3
1,106,288

 
15,678

 
5.67
%
 
1,183,954

 
50,593

 
5.70
%
Taxable investment securities 4
1,757,102

 
9,961

 
2.27
%
 
1,802,842

 
30,952

 
2.29
%
Total earning assets
9,292,015

 
103,801

 
4.43
%
 
9,099,650

 
300,941

 
4.42
%
Goodwill and intangibles
192,937

 
 
 
 
 
175,752

 
 
 
 
Non-earning assets
411,248

 
 
 
 
 
391,519

 
 
 
 
Total assets
$
9,896,200

 
 
 
 
 
$
9,666,921

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,274,387

 
$

 
%
 
$
2,122,385

 
$

 
%
NOW and DDA accounts
1,720,374

 
465

 
0.11
%
 
1,640,712

 
994

 
0.08
%
Savings accounts
1,071,674

 
160

 
0.06
%
 
1,045,065

 
460

 
0.06
%
Money market deposit accounts
1,596,170

 
624

 
0.16
%
 
1,546,181

 
1,797

 
0.16
%
Certificate accounts
866,094

 
1,275

 
0.58
%
 
908,359

 
3,911

 
0.58
%
Wholesale deposits 5
297,768

 
2,040

 
2.72
%
 
314,385

 
6,343

 
2.70
%
FHLB advances
197,458

 
1,398

 
2.77
%
 
269,377

 
4,642

 
2.27
%
Repurchase agreements and other borrowed funds
562,169

 
1,690

 
1.19
%
 
558,943

 
4,645

 
1.11
%
Total interest bearing liabilities
8,586,094

 
7,652

 
0.35
%
 
8,405,407

 
22,792

 
0.36
%
Other liabilities
89,898

 
 
 
 
 
80,841

 
 
 
 
Total liabilities
8,675,992

 
 
 
 
 
8,486,248

 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
780

 
 
 
 
 
774

 
 
 
 
Paid-in capital
797,011

 
 
 
 
 
775,761

 
 
 
 
Retained earnings
418,034

 
 
 
 
 
404,638

 
 
 
 
Accumulated other comprehensive income (loss)
4,383

 
 
 
 
 
(500
)
 
 
 
 
Total stockholders’ equity
1,220,208

 
 
 
 
 
1,180,673

 
 
 
 
Total liabilities and stockholders’ equity
$
9,896,200

 
 
 
 
 
$
9,666,921

 
 
 
 
Net interest income (tax-equivalent)
 
 
$
96,149

 
 
 
 
 
$
278,149

 
 
Net interest spread (tax-equivalent)
 
 
 
 
4.08
%
 
 
 
 
 
4.06
%
Net interest margin (tax-equivalent)
 
 
 
 
4.11
%
 
 
 
 
 
4.09
%
 
__________
1 
Includes tax effect of $1.7 million and $4.6 million on tax-exempt municipal loan and lease income for the three and nine months ended September 30, 2017.
2 
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.
3 
Includes tax effect of $5.3 million and $17.3 million on tax-exempt investment securities income for the three and nine months ended September 30, 2017.
4 
Includes tax effect of $304 thousand and $981 thousand on federal income tax credits for the three and nine months ended September 30, 2017.
5 
Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.

69




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 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,
 
2017 vs. 2016
 
Increase (Decrease) Due to:
(Dollars in thousands)
Volume
 
Rate
 
Net
Interest income
 
 
 
 
 
Residential real estate loans
$
103

 
(456
)
 
(353
)
Commercial loans (tax-equivalent)
27,581

 
915

 
28,496

Consumer and other loans
412

 
285

 
697

Investment securities (tax-equivalent)
(6,816
)
 
(1,020
)
 
(7,836
)
Total interest income
21,280

 
(276
)
 
21,004

Interest expense
 
 
 
 
 
NOW and DDA accounts
80

 
106

 
186

Savings accounts
52

 
77

 
129

Money market deposit accounts
151

 
11

 
162

Certificate accounts
(560
)
 
(134
)
 
(694
)
Wholesale deposits
(435
)
 
252

 
(183
)
FHLB advances
(779
)
 
577

 
(202
)
Repurchase agreements and other borrowed funds
357

 
620

 
977

Total interest expense
(1,134
)
 
1,509

 
375

Net interest income (tax-equivalent)
$
22,414

 
(1,785
)
 
20,629


Net interest income (tax-equivalent) increased $20.6 million for the nine months ended September 30, 2017 compared to the same period in 2016. The interest income for the first nine months increased over the same period last year primarily from increased growth of the Company’s commercial loan portfolio. The decrease in interest income on the investment securities portfolio was the result of continuing to redeploy cash flow from investment securities into the loan portfolio. Total interest expense remained relatively flat compared to the prior year with volatility in certain categories including certificate accounts, wholesale deposits, FHLB advances and other borrowed funds.

Effect of inflation and changing prices
Accounting principles generally accepted in the United States of America (“GAAP”) often requires 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.



70




Item 3.
Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of September 30, 2017 indicates there are no material changes in the quantitative and qualitative disclosures from those in the 2016 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 September 30, 2017. 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 of 2017, to which this report relates 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 2016 Annual Report. The risks and uncertainties described in the 2016 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.


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

(a)
Not Applicable

(b)
Not Applicable

(c)
Not Applicable



71




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 -

Exhibit 31.2 -

Exhibit 32 -

Exhibit 101 -
The following financial information from Glacier Bancorp, Inc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 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.


72




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 2, 2017
/s/ Randall M. Chesler
 
 
Randall M. Chesler
 
 
President and CEO
 
 
 
 
November 2, 2017
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President and CFO
 



73