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GLACIER BANCORP, INC. - Quarter Report: 2018 June (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 June 30, 2018
 
¨ 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 July 17, 2018 was 84,516,901. 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
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
FRB – Federal Reserve Bank
Freddie Mac – Federal Home Loan Mortgage Corporation
FSB – Inter-Mountain Bancorp., Inc. and its subsidiary, First Security Bank
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
Tax Act – The Tax Cuts and Jobs Act
TDR – troubled debt restructuring
VIE – variable interest entity
 
 
 








GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(Dollars in thousands, except per share data)
June 30,
2018
 
December 31,
2017
Assets
 
 
 
Cash on hand and in banks
$
174,239

 
139,948

Interest bearing cash deposits
193,893

 
60,056

Cash and cash equivalents
368,132

 
200,004

Debt securities, available-for-sale
2,177,352

 
1,778,243

Debt securities, held-to-maturity
620,409

 
648,313

Total debt securities
2,797,761

 
2,426,556

Loans held for sale, at fair value
53,788

 
38,833

Loans receivable
7,948,672

 
6,577,824

Allowance for loan and lease losses
(131,564
)
 
(129,568
)
Loans receivable, net
7,817,108

 
6,448,256

Premises and equipment, net
240,373

 
177,348

Other real estate owned
13,616

 
14,269

Accrued interest receivable
55,973

 
44,462

Deferred tax asset
34,211

 
38,344

Core deposit intangible, net
52,708

 
14,184

Goodwill
289,535

 
177,811

Non-marketable equity securities
26,107

 
29,884

Bank-owned life insurance
81,379

 
59,351

Other assets
66,953

 
37,047

Total assets
$
11,897,644

 
9,706,349

Liabilities
 
 
 
Non-interest bearing deposits
$
2,914,885

 
2,311,902

Interest bearing deposits
6,508,690

 
5,267,845

Securities sold under agreements to repurchase
361,515

 
362,573

Federal Home Loan Bank advances
395,037

 
353,995

Other borrowed funds
9,917

 
8,224

Subordinated debentures
134,058

 
126,135

Accrued interest payable
3,952

 
3,450

Other liabilities
95,598

 
73,168

Total liabilities
10,423,652

 
8,507,292

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
845

 
780

Paid-in capital
1,049,724

 
797,997

Retained earnings - substantially restricted
443,705

 
402,259

Accumulated other comprehensive loss
(20,282
)
 
(1,979
)
Total stockholders’ equity
1,473,992

 
1,199,057

Total liabilities and stockholders’ equity
$
11,897,644

 
9,706,349

Number of common stock shares issued and outstanding
84,516,650

 
78,006,956



See accompanying notes to unaudited condensed consolidated financial statements.

4




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months ended
 
Six Months ended
(Dollars in thousands, except per share data)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Interest Income
 
 
 
 
 
 
 
Investment securities
$
22,370

 
21,379

 
42,512

 
43,318

Residential real estate loans
10,149

 
8,350

 
18,934

 
16,268

Commercial loans
75,824

 
56,182

 
141,339

 
106,152

Consumer and other loans
9,372

 
8,121

 
17,996

 
15,922

Total interest income
117,715

 
94,032

 
220,781

 
181,660

Interest Expense
 
 
 
 
 
 
 
Deposits
4,617

 
4,501

 
8,533

 
8,941

Securities sold under agreements to repurchase
486

 
443

 
971

 
825

Federal Home Loan Bank advances
2,513

 
1,734

 
4,602

 
3,244

Other borrowed funds
26

 
19

 
42

 
34

Subordinated debentures
1,519

 
1,077

 
2,787

 
2,096

Total interest expense
9,161

 
7,774

 
16,935

 
15,140

Net Interest Income
108,554

 
86,258

 
203,846

 
166,520

Provision for loan losses
4,718

 
3,013

 
5,513

 
4,611

Net interest income after provision for loan losses
103,836

 
83,245

 
198,333

 
161,909

Non-Interest Income
 
 
 
 
 
 
 
Service charges and other fees
18,804

 
17,495

 
35,675

 
33,128

Miscellaneous loan fees and charges
2,243

 
1,092

 
3,720

 
2,072

Gain on sale of loans
8,142

 
7,532

 
14,239

 
13,890

Loss on sale of debt securities
(56
)
 
(522
)
 
(389
)
 
(622
)
Other income
2,695

 
2,059

 
4,669

 
4,877

Total non-interest income
31,828

 
27,656

 
57,914

 
53,345

Non-Interest Expense
 
 
 
 
 
 
 
Compensation and employee benefits
49,023

 
39,498

 
94,744

 
78,744

Occupancy and equipment
7,662

 
6,560

 
14,936

 
13,206

Advertising and promotions
2,530

 
2,169

 
4,700

 
4,142

Data processing
4,241

 
3,409

 
8,208

 
6,533

Other real estate owned
211

 
442

 
283

 
715

Regulatory assessments and insurance
1,329

 
1,087

 
2,535

 
2,148

Core deposit intangibles amortization
1,748

 
639

 
2,804

 
1,240

Other expenses
15,051

 
11,505

 
27,212

 
21,925

Total non-interest expense
81,795

 
65,309

 
155,422

 
128,653

Income Before Income Taxes
53,869

 
45,592

 
100,825

 
86,601

Federal and state income tax expense
9,485

 
11,905

 
17,882

 
21,659

Net Income
$
44,384

 
33,687

 
82,943

 
64,942

Basic earnings per share
$
0.53

 
0.43

 
1.00

 
0.84

Diluted earnings per share
$
0.52

 
0.43

 
1.00

 
0.84

Dividends declared per share
$
0.26

 
0.21

 
0.49

 
0.42

Average outstanding shares - basic
84,514,257

 
77,546,236

 
82,671,816

 
77,061,867

Average outstanding shares - diluted
84,559,268

 
77,592,325

 
82,734,407

 
77,125,677


See accompanying notes to unaudited condensed consolidated financial statements.

5




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Net Income
$
44,384

 
33,687

 
82,943

 
64,942

Other Comprehensive (Loss) Income, Net of Tax
 
 
 
 
 
 
 
Unrealized (losses) gains on available-for-sale debt securities
(6,696
)
 
16,894

 
(32,407
)
 
20,007

Reclassification adjustment for losses included in net income
64

 
457

 
346

 
596

Net unrealized (losses) gains on available-for-sale debt securities
(6,632
)
 
17,351

 
(32,061
)
 
20,603

Tax effect
1,681

 
(6,722
)
 
8,125

 
(7,982
)
Net of tax amount
(4,951
)
 
10,629

 
(23,936
)
 
12,621

Unrealized gains (losses) on derivatives used for cash flow hedges
1,689

 
(2,108
)
 
6,068

 
(1,844
)
Reclassification adjustment for losses included in net income
577

 
1,262

 
1,477

 
2,594

Net unrealized gains (losses) on derivatives used for cash flow hedges
2,266

 
(846
)
 
7,545

 
750

Tax effect
(574
)
 
328

 
(1,912
)
 
(290
)
Net of tax amount
1,692

 
(518
)
 
5,633

 
460

Total other comprehensive (loss) income, net of tax
(3,259
)
 
10,111

 
(18,303
)
 
13,081

Total Comprehensive Income
$
41,125

 
43,798

 
64,640

 
78,023

























See accompanying notes to unaudited condensed consolidated financial statements.

6




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Six Months Months ended June 30, 2018 and 2017
 
(Dollars in thousands, except per share data)
Common Stock
 
Paid-in Capital
 
Retained
Earnings
Substantially Restricted
 
Accumulated
Other Compre-
hensive (Loss) Income
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2016
76,525,402

 
$
765

 
749,107

 
374,379

 
(7,382
)
 
1,116,869

Net income

 

 

 
64,942

 

 
64,942

Other comprehensive income

 

 

 

 
13,081

 
13,081

Cash dividends declared ($0.42 per share)

 

 

 
(32,550
)
 

 
(32,550
)
Stock issued in connection with acquisitions
1,381,661

 
14

 
46,659

 

 

 
46,673

Stock issuances under stock incentive plans
94,827

 
1

 
(1
)
 

 

 

Stock-based compensation and related taxes

 

 
942

 

 

 
942

Balance at June 30, 2017
78,001,890

 
$
780

 
796,707

 
406,771

 
5,699

 
1,209,957

Balance at December 31, 2017
78,006,956

 
$
780

 
797,997

 
402,259

 
(1,979
)
 
1,199,057

Net income

 

 

 
82,943

 

 
82,943

Other comprehensive loss

 

 

 

 
(18,303
)
 
(18,303
)
Cash dividends declared ($0.49 per share)

 

 

 
(41,497
)
 

 
(41,497
)
Stock issued in connection with acquisitions
6,432,868

 
64

 
250,743

 

 

 
250,807

Stock issuances under stock incentive plans
76,826

 
1

 
(1
)
 

 

 

Stock-based compensation and related taxes

 

 
985

 

 

 
985

Balance at June 30, 2018
84,516,650

 
$
845

 
1,049,724

 
443,705

 
(20,282
)
 
1,473,992

















See accompanying notes to unaudited condensed consolidated financial statements.

7




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
Operating Activities
 
 
 
Net income
$
82,943

 
64,942

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
5,513

 
4,611

Net amortization of debt securities
6,835

 
11,232

Net accretion of purchase accounting adjustments
(1,425
)
 
(4,994
)
Amortization of debt modification costs
825

 

Origination of loans held for sale
(415,553
)
 
(417,973
)
Proceeds from loans held for sale
425,484

 
475,919

Gain on sale of loans
(14,239
)
 
(13,890
)
Loss on sale of debt securities
389

 
622

Bank-owned life insurance income, net
(1,310
)
 
(660
)
Stock-based compensation, net of tax benefits
1,868

 
1,017

Depreciation of premises and equipment
7,544

 
7,334

Gain on sale of other real estate owned and write-downs, net
(81
)
 
(1,033
)
Amortization of core deposit intangibles
2,804

 
1,240

Amortization of investments in variable interest entities
2,911

 
2,007

Net (increase) decrease in accrued interest receivable
(4,306
)
 
7

Net decrease in other assets
1,048

 
6,536

Net increase (decrease) in accrued interest payable
57

 
(51
)
Net decrease in other liabilities
(2,070
)
 
(191
)
Net cash provided by operating activities
99,237

 
136,675

Investing Activities
 
 
 
Sales of available-for-sale debt securities
219,855

 
111,003

Maturities, prepayments and calls of available-for-sale debt securities
156,482

 
224,664

Purchases of available-for-sale debt securities
(499,552
)
 
(17,402
)
Maturities, prepayments and calls of held-to-maturity debt securities
26,767

 
15,235

Principal collected on loans
1,269,145

 
947,134

Loan originations
(1,681,348
)
 
(1,327,095
)
Net additions to premises and equipment
(11,297
)
 
(5,179
)
Proceeds from sale of other real estate owned
1,693

 
6,759

Proceeds from redemption of non-marketable equity securities
41,393

 
42,500

Purchases of non-marketable equity securities
(40,385
)
 
(39,399
)
Proceeds from bank-owned life insurance
299

 
437

Investments in variable interest entities
(23,072
)
 
(10,177
)
Net cash received from (paid in) acquisitions
101,268

 
(4,091
)
Net cash used in investing activities
(438,752
)
 
(55,611
)




See accompanying notes to unaudited condensed consolidated financial statements.

8




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
Financing Activities
 
 
 
Net increase in deposits
$
528,881

 
128,827

Net decrease in securities sold under agreements to repurchase
(30,238
)
 
(22,600
)
Net increase (decrease) in short-term Federal Home Loan Bank advances
40,000

 
(62,800
)
Repayments of long-term Federal Home Loan Bank advances
(528
)
 
(227
)
Net (decrease) increase in other borrowed funds
(9,850
)
 
1,377

Cash dividends paid
(19,551
)
 
(39,139
)
Tax withholding payments for stock-based compensation
(1,071
)
 
(1,453
)
Net cash provided by financing activities
507,643

 
3,985

Net increase in cash, cash equivalents and restricted cash
168,128

 
85,049

Cash, cash equivalents and restricted cash at beginning of period
200,004

 
152,541

Cash, cash equivalents and restricted cash at end of period
$
368,132

 
237,590

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid during the period for interest
$
16,878

 
15,191

Cash paid during the period for income taxes
12,403

 
18,449

Supplemental Disclosure of Non-Cash Investing Activities
 
 
 
Sale and refinancing of other real estate owned
$
372

 
345

Transfer of loans to other real estate owned
1,144

 
3,521

Dividends declared but not paid
22,211

 
16,548

Acquisitions
 
 
 
Fair value of common stock shares issued
250,807

 
46,673

Cash consideration for outstanding shares
16,265

 
17,342

Effective settlement of a pre-existing relationship
10,054

 

Fair value of assets acquired
1,549,158

 
355,230

Liabilities assumed
1,383,756

 
321,824


















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: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4) 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 June 30, 2018, the results of operations and comprehensive income for the three and six month periods ended June 30, 2018 and 2017, and changes in stockholders’ equity and cash flows for the six month periods ended June 30, 2018 and 2017. The condensed consolidated statement of financial condition of the Company as of December 31, 2017 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, 2017. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results anticipated for the year ending December 31, 2018.

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 debt 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 (“CEO”) (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.


10




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 Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements.

The parent holding company 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 other assets on the Company's statements of financial condition.

In February 2018, the Company completed its acquisition of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). In January 2018, the Company completed its acquisition of Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). 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. For additional information relating to recent mergers and acquisitions, see Note 12.

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.


12




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.

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.


13




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.

The ALLL is increased by provisions for loan losses which are charged to expense. The portions of loan and overdraft 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 other real estate owned (“OREO”) 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.

Revenue Recognition
The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and loans. Revenue from contracts with customers within the scope of Accounting Standards Codification (“ASC”) Topic 606 was $36,553,000 and $34,234,000 for the six months ended June 30, 2018 and 2017, respectively, and largely consisted of revenue from service charges and other fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at June 30, 2018 and December 31, 2017 and there were no impairment losses recognized. Policies specific to revenue from contracts with customers include the following:

Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis.

Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided.

Accounting Guidance Adopted in 2018
The 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 accounting standards that may have had a material effect on the Company’s financial position or results of operations.


14




Financial Instruments. In January 2016, FASB amended ASC Topic 825 to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments were effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2017. Amendments were to be applied by means of a cumulative-effect adjustment to the Company’s statements of financial condition as of the beginning of the reporting year of adoption. The amendments impacted the Company as follows: 1) equity investments (with certain exclusions) are to be measured at fair value with the changes recognized in net income; 2) an exit price must be utilized when measuring the fair value of financial instruments; and 3) additional disclosures are required relating to other comprehensive income (“OCI”), the evaluation of a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s other deferred tax assets, and other disclosures. The Company adopted the amendments effective January 1, 2018 and determined that the impact of these amendments did not have a significant impact on the Company’s equity securities, fair value disclosures, financial position or results of operations. The amendments changed the method utilized to disclose the fair value of the loan portfolio to an exit price notion when measuring fair value. The Company developed processes to comply with the disclosure requirements of such amendments and accounting policies and procedures were updated accordingly. For additional information on fair value of assets and liabilities, see Note 11.

Revenue Recognition. In May 2014, FASB amended ASC Topic 606 to clarify the principles for recognizing revenue and develop a common revenue standard among industries. The new guidance established 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 were provided for a company or organization to follow to achieve such core principle. The new guidance also included a cohesive set of disclosure requirements that provided 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 Company adopted the new revenue recognition guidance effective January 1, 2018 and determined the majority of the Company’s revenue sources, such as interest income from debt securities and loans, fee income from loans and gain on sale of loans, were not within the scope of Topic 606. The Company evaluated the revenue sources determined to be in scope of Topic 606, including service charges and fee income on deposits and gain or loss on sale of OREO and determined the adoption of the guidance did not have a significant impact to the Company’s financial position or results of operations; however, OREO policies and procedures were updated and implemented and new disclosures about the Company’s revenue have been incorporated into the notes to the financial statements.

Accounting Guidance Pending Adoption at June 30, 2018
The following paragraphs provide descriptions of newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

Derivatives and Hedging. In August 2017, FASB amended ASC Topic 815 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. For additional information on derivatives, see Note 7.

Receivables - Nonrefundable Fees and Other Costs. In March 2017, FASB amended ASC Subtopic 310-20 to 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. If the Company were to adopt these amendments as of July 1, 2018, the Company estimates that $21,869,000 of the premium associated with debt securities would be adjusted to retained earnings. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date, including accounting policies and procedures, and doesn’t expect to early adopt.


15




Goodwill and Other Intangibles. In January 2017, FASB amended ASC Topic 350 to 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.

Financial Instruments. In June 2016, FASB amended ASC Topic 326 to 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 debt securities. In addition, the current accounting policy and procedures for other-than-temporary impairment on available-for-sale debt 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 to ensure it is fully compliant with the amendments at adoption date. For additional information on the ALLL, see Note 3.

Leases. In February 2016, FASB amended ASC Topic 842 to 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 lease agreements for which the amendments will require the recognition of 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. The Company does not expect the amendments to have a material effect on the Company’s financial position or results of operations since the Company does not have a significant amount of lease agreements. New processes and accounting policies will be implemented to comply with the amendments.


16




Note 2. Debt Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt securities:
 
June 30, 2018
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
28,245

 
39

 
(191
)
 
28,093

U.S. government sponsored enterprises
120,327

 

 
(967
)
 
119,360

State and local governments
651,113

 
13,318

 
(10,513
)
 
653,918

Corporate bonds
319,344

 
666

 
(1,588
)
 
318,422

Residential mortgage-backed securities
909,306

 
436

 
(23,394
)
 
886,348

Commercial mortgage-backed securities
174,339

 

 
(3,128
)
 
171,211

Total available-for-sale
2,202,674

 
14,459

 
(39,781
)
 
2,177,352

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
620,409

 
10,499

 
(12,399
)
 
618,509

Total held-to-maturity
620,409

 
10,499

 
(12,399
)
 
618,509

Total debt securities
$
2,823,083

 
24,958

 
(52,180
)
 
2,795,861


 
December 31, 2017
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
(Dollars in thousands)
 
Gains
 
Losses
 
Available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
31,216

 
54

 
(143
)
 
31,127

U.S. government sponsored enterprises
19,195

 

 
(104
)
 
19,091

State and local governments
614,366

 
20,299

 
(5,164
)
 
629,501

Corporate bonds
216,443

 
802

 
(483
)
 
216,762

Residential mortgage-backed securities
785,960

 
1,253

 
(7,930
)
 
779,283

Commercial mortgage-backed securities
104,324

 
25

 
(1,870
)
 
102,479

Total available-for-sale
1,771,504

 
22,433

 
(15,694
)
 
1,778,243

Held-to-maturity
 
 
 
 
 
 
 
State and local governments
648,313

 
20,346

 
(8,573
)
 
660,086

Total held-to-maturity
648,313

 
20,346

 
(8,573
)
 
660,086

Total debt securities
$
2,419,817

 
42,779

 
(24,267
)
 
2,438,329



17




The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual maturity at June 30, 2018. Actual maturities may differ from expected or contractual maturities since issuers have the right to prepay obligations with or without prepayment penalties.

 
June 30, 2018
 
Available-for-Sale
 
Held-to-Maturity
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Due within one year
$
144,924

 
144,621

 

 

Due after one year through five years
356,279

 
354,782

 
3,189

 
3,234

Due after five years through ten years
273,195

 
276,734

 
107,480

 
106,764

Due after ten years
344,631

 
343,656

 
509,740

 
508,511

 
1,119,029

 
1,119,793

 
620,409

 
618,509

Mortgage-backed securities 1
1,083,645

 
1,057,559

 

 

Total
$
2,202,674

 
2,177,352

 
620,409

 
618,509

______________________________
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 debt securities and the associated gains and losses that have been included in earnings are listed below:
 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Available-for-sale
 
 
 
 
 
 
 
Proceeds from sales and calls of debt securities
$
4,765

 
104,172

 
233,446

 
112,663

Gross realized gains 1
9

 
3,057

 
15

 
3,067

Gross realized losses 1
(73
)
 
(3,514
)
 
(361
)
 
(3,663
)
Held-to-maturity
 
 
 
 
 
 
 
Proceeds from calls of debt securities
13,470

 
7,445

 
28,935

 
15,235

Gross realized gains 1
10

 
72

 
64

 
153

Gross realized losses 1
(2
)
 
(137
)
 
(107
)
 
(179
)
______________________________
1 The gain or loss on the sale or call of each debt security is determined by the specific identification method.


18




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

 
June 30, 2018
 
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
$
11,849

 
(51
)
 
10,174

 
(140
)
 
22,023

 
(191
)
U.S. government sponsored enterprises
115,977

 
(873
)
 
3,383

 
(94
)
 
119,360

 
(967
)
State and local governments
189,904

 
(3,642
)
 
115,925

 
(6,871
)
 
305,829

 
(10,513
)
Corporate bonds
224,748

 
(1,240
)
 
27,202

 
(348
)
 
251,950

 
(1,588
)
Residential mortgage-backed securities
572,541

 
(13,293
)
 
225,798

 
(10,101
)
 
798,339

 
(23,394
)
Commercial mortgage-backed securities
119,796

 
(1,266
)
 
51,415

 
(1,862
)
 
171,211

 
(3,128
)
Total available-for-sale
$
1,234,815

 
(20,365
)
 
433,897

 
(19,416
)
 
1,668,712

 
(39,781
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
167,716

 
(4,293
)
 
90,207

 
(8,106
)
 
257,923

 
(12,399
)
Total held-to-maturity
$
167,716

 
(4,293
)
 
90,207

 
(8,106
)
 
257,923

 
(12,399
)
 
 
December 31, 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
$
1,208

 
(5
)
 
13,179

 
(138
)
 
14,387

 
(143
)
U.S. government sponsored enterprises
14,926

 
(56
)
 
3,425

 
(48
)
 
18,351

 
(104
)
State and local governments
61,126

 
(689
)
 
121,181

 
(4,475
)
 
182,307

 
(5,164
)
Corporate bonds
99,636

 
(264
)
 
29,034

 
(219
)
 
128,670

 
(483
)
Residential mortgage-backed securities
372,175

 
(3,050
)
 
254,721

 
(4,880
)
 
626,896

 
(7,930
)
Commercial mortgage-backed securities
37,650

 
(469
)
 
62,968

 
(1,401
)
 
100,618

 
(1,870
)
Total available-for-sale
$
586,721

 
(4,533
)
 
484,508

 
(11,161
)
 
1,071,229

 
(15,694
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
$
21,207

 
(186
)
 
105,486

 
(8,387
)
 
126,693

 
(8,573
)
Total held-to-maturity
$
21,207

 
(186
)
 
105,486

 
(8,387
)
 
126,693

 
(8,573
)

Based on an analysis of its debt securities with unrealized losses as of June 30, 2018 and December 31, 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. The fair value of the debt securities is expected to recover as payments are received and the securities approach maturity. At June 30, 2018, management determined that it did not intend to sell debt securities with unrealized losses, and there was no expected requirement to sell any of its debt 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 Six Months ended
 
At or for the Year ended
(Dollars in thousands)
June 30,
2018
 
December 31,
2017
Residential real estate loans
$
835,382

 
720,728

Commercial loans
 
 
 
Real estate
4,384,781

 
3,577,139

Other commercial
1,940,435

 
1,579,353

Total
6,325,216

 
5,156,492

Consumer and other loans
 
 
 
Home equity
511,043

 
457,918

Other consumer
277,031

 
242,686

Total
788,074

 
700,604

Loans receivable
7,948,672

 
6,577,824

Allowance for loan and lease losses
(131,564
)
 
(129,568
)
Loans receivable, net
$
7,817,108

 
6,448,256

Net deferred origination (fees) costs included in loans receivable
$
(4,288
)
 
(2,643
)
Net purchase accounting (discounts) premiums included in loans receivable
$
(28,695
)
 
(16,325
)
Weighted-average interest rate on loans (tax-equivalent)
4.89
%
 
4.81
%


20




The following tables summarize the activity in the ALLL by loan class:

 
Three Months ended June 30, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
127,608

 
10,634

 
68,342

 
38,108

 
6,040

 
4,484

Provision for loan losses
4,718

 
258

 
2,774

 
675

 
8

 
1,003

Charge-offs
(2,604
)
 
(44
)
 
(190
)
 
(640
)
 
(7
)
 
(1,723
)
Recoveries
1,842

 
55

 
319

 
521

 
51

 
896

Balance at end of period
$
131,564

 
10,903

 
71,245

 
38,664

 
6,092

 
4,660

 
 
Three Months ended June 30, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,226

 
11,535

 
64,753

 
39,157

 
7,679

 
6,102

Provision for loan losses
3,013

 
(10
)
 
4,559

 
(1,934
)
 
229

 
169

Charge-offs
(4,589
)
 
(21
)
 
(1,146
)
 
(650
)
 
(347
)
 
(2,425
)
Recoveries
2,227

 
18

 
337

 
411

 
101

 
1,360

Balance at end of period
$
129,877

 
11,522

 
68,503

 
36,984

 
7,662

 
5,206


 
Six Months ended June 30, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Balance at beginning of period
$
129,568

 
10,798

 
68,515

 
39,303

 
6,204

 
4,748

Provision for loan losses
5,513

 
81

 
3,019

 
672

 
(194
)
 
1,935

Charge-offs
(7,611
)
 
(47
)
 
(1,223
)
 
(2,428
)
 
(19
)
 
(3,894
)
Recoveries
4,094

 
71

 
934

 
1,117

 
101

 
1,871

Balance at end of period
$
131,564

 
10,903

 
71,245

 
38,664

 
6,092

 
4,660

 
 
Six Months ended June 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
4,611

 
(936
)
 
4,189

 
(145
)
 
358

 
1,145

Charge-offs
(8,818
)
 
(43
)
 
(2,034
)
 
(1,481
)
 
(443
)
 
(4,817
)
Recoveries
4,512

 
65

 
575

 
787

 
175

 
2,910

Balance at end of period
$
129,877

 
11,522

 
68,503

 
36,984

 
7,662

 
5,206


21




The following tables disclose the recorded investment in loans and the balance in the ALLL by loan class:

 
June 30, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
140,427

 
12,426

 
90,896

 
30,785

 
3,589

 
2,731

Collectively evaluated for impairment
7,808,245

 
822,956

 
4,293,885

 
1,909,650

 
507,454

 
274,300

Total loans receivable
$
7,948,672

 
835,382

 
4,384,781

 
1,940,435

 
511,043

 
277,031

ALLL

 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
2,252

 
216

 
707

 
957

 

 
372

Collectively evaluated for impairment
129,312

 
10,687

 
70,538

 
37,707

 
6,092

 
4,288

Total ALLL
$
131,564

 
10,903

 
71,245

 
38,664

 
6,092

 
4,660

 
 
December 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
119,994

 
12,399

 
77,536

 
23,032

 
3,755

 
3,272

Collectively evaluated for impairment
6,457,830

 
708,329

 
3,499,603

 
1,556,321

 
454,163

 
239,414

Total loans receivable
$
6,577,824

 
720,728

 
3,577,139

 
1,579,353

 
457,918

 
242,686

ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
5,223

 
246

 
500

 
3,851

 
56

 
570

Collectively evaluated for impairment
124,345

 
10,552

 
68,015

 
35,452

 
6,148

 
4,178

Total ALLL
$
129,568

 
10,798

 
68,515

 
39,303

 
6,204

 
4,748


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.


22




The following tables disclose information related to impaired loans by loan class:
 
 
At or for the Three or Six Months ended June 30, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Loans with a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
$
16,513

 
2,501

 
10,169

 
2,671

 

 
1,172

Unpaid principal balance
16,871

 
2,574

 
10,369

 
2,719

 

 
1,209

Specific valuation allowance
2,252

 
216

 
707

 
957

 

 
372

Average balance - three months
20,343

 
3,064

 
9,378

 
6,537

 
33

 
1,331

Average balance - six months
19,458

 
3,035

 
7,767

 
7,086

 
84

 
1,486

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
123,914

 
9,925

 
80,727

 
28,114

 
3,589

 
1,559

Unpaid principal balance
148,501

 
11,061

 
99,904

 
31,724

 
4,157

 
1,655

Average balance - three months
119,143

 
9,778

 
82,818

 
21,614

 
3,425

 
1,508

Average balance - six months
113,530

 
9,659

 
79,542

 
19,359

 
3,473

 
1,497

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
140,427

 
12,426

 
90,896

 
30,785

 
3,589

 
2,731

Unpaid principal balance
165,372

 
13,635

 
110,273

 
34,443

 
4,157

 
2,864

Specific valuation allowance
2,252

 
216

 
707

 
957

 

 
372

Average balance - three months
139,486

 
12,842

 
92,196

 
28,151

 
3,458

 
2,839

Average balance - six months
132,988

 
12,694

 
87,309

 
26,445

 
3,557

 
2,983

 
 
At or for the Year ended December 31, 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
$
17,689

 
2,978

 
4,545

 
8,183

 
186

 
1,797

Unpaid principal balance
18,400

 
3,046

 
4,573

 
8,378

 
199

 
2,204

Specific valuation allowance
5,223

 
246

 
500

 
3,851

 
56

 
570

Average balance
18,986

 
2,928

 
5,851

 
8,477

 
359

 
1,371

Loans without a specific valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
102,305

 
9,421

 
72,991

 
14,849

 
3,569

 
1,475

Unpaid principal balance
122,833

 
10,380

 
89,839

 
16,931

 
4,098

 
1,585

Average balance
107,945

 
9,834

 
76,427

 
15,129

 
4,734

 
1,821

Total
 
 
 
 
 
 
 
 
 
 
 
Recorded balance
119,994

 
12,399

 
77,536

 
23,032

 
3,755

 
3,272

Unpaid principal balance
141,233

 
13,426

 
94,412

 
25,309

 
4,297

 
3,789

Specific valuation allowance
5,223

 
246

 
500

 
3,851

 
56

 
570

Average balance
126,931

 
12,762

 
82,278

 
23,606

 
5,093

 
3,192


Interest income recognized on impaired loans for the six months ended June 30, 2018 and 2017 was not significant.


23




The following tables present an aging analysis of the recorded investment in loans by loan class:
 
 
June 30, 2018
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
24,813

 
1,017

 
13,424

 
5,908

 
2,617

 
1,847

Accruing loans 60-89 days past due
14,837

 
3,595

 
4,603

 
5,079

 
800

 
760

Accruing loans 90 days or more past due
12,751

 
1,050

 
5,958

 
5,242

 
311

 
190

Non-accrual loans
58,170

 
6,851

 
34,643

 
13,495

 
2,748

 
433

Total past due and non-accrual loans
110,571

 
12,513

 
58,628

 
29,724

 
6,476

 
3,230

Current loans receivable
7,838,101

 
822,869

 
4,326,153

 
1,910,711

 
504,567

 
273,801

Total loans receivable
$
7,948,672

 
835,382

 
4,384,781

 
1,940,435

 
511,043

 
277,031

 
 
December 31, 2017
(Dollars in thousands)
Total
 
Residential
Real Estate
 
Commercial
Real Estate
 
Other
Commercial
 
Home
Equity
 
Other
Consumer
Accruing loans 30-59 days past due
$
26,375

 
6,252

 
12,546

 
3,634

 
2,142

 
1,801

Accruing loans 60-89 days past due
11,312

 
794

 
5,367

 
3,502

 
987

 
662

Accruing loans 90 days or more past due
6,077

 
2,366

 
609

 
2,973

 

 
129

Non-accrual loans
44,833

 
4,924

 
27,331

 
8,298

 
3,338

 
942

Total past due and non-accrual loans
88,597

 
14,336

 
45,853

 
18,407

 
6,467

 
3,534

Current loans receivable
6,489,227

 
706,392

 
3,531,286

 
1,560,946

 
451,451

 
239,152

Total loans receivable
$
6,577,824

 
720,728

 
3,577,139

 
1,579,353

 
457,918

 
242,686


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 June 30, 2018
(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
8

 
1

 
4

 
1

 
2

 

Pre-modification recorded balance
$
5,273

 
227

 
4,623

 
171

 
252

 

Post-modification recorded balance
$
5,159

 
227

 
4,509

 
171

 
252

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans

 

 

 

 

 

Recorded balance
$

 

 

 

 

 



24




 
Three Months ended June 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
7

 
1

 
4

 
1

 
1

 

Pre-modification recorded balance
$
12,401

 
55

 
12,035

 
286

 
25

 

Post-modification recorded balance
$
9,719

 
55

 
9,353

 
286

 
25

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans

 

 

 

 

 

Recorded balance
$

 

 

 

 

 


 
Six Months ended June 30, 2018
(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
20

 
3

 
8

 
7

 
2

 

Pre-modification recorded balance
$
21,270

 
666

 
12,901

 
7,451

 
252

 

Post-modification recorded balance
$
21,156

 
666

 
12,787

 
7,451

 
252

 

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
1

 
1

 

 

 

 

Recorded balance
$
334

 
334

 

 

 

 


 
Six Months ended June 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
17

 
3

 
6

 
5

 
2

 
1

Pre-modification recorded balance
$
21,956

 
335

 
12,617

 
8,816

 
178

 
10

Post-modification recorded balance
$
19,274

 
335

 
9,935

 
8,816

 
178

 
10

TDRs that subsequently defaulted
 
 
 
 
 
 
 
 
 
 
 
Number of loans
1

 

 

 
1

 

 

Recorded balance
$
18

 

 

 
18

 

 


The modifications for the TDRs that occurred during the six months ended June 30, 2018 and 2017 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 $1,313,000 and $4,170,000 for the six months ended June 30, 2018 and 2017, respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in commercial real estate and home equity for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018 and December 31, 2017, the Company had $1,172,000 and $743,000, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At June 30, 2018 and December 31, 2017, the Company had $968,000 and $893,000, respectively, of OREO secured by residential real estate properties.


25




Note 4. Goodwill

The following schedule discloses the changes in the carrying value of goodwill:

 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Net carrying value at beginning of period
$
289,535

 
147,053

 
177,811

 
147,053

Acquisitions

 
30,758

 
111,724

 
30,758

Net carrying value at end of period
$
289,535

 
177,811

 
289,535

 
177,811


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. In recognition, there were no events or circumstances that occurred during the first half of 2018 that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value, the Company did not perform interim testing at June 30, 2018. 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. Accumulated impairment charges were $40,159,000 as of June 30, 2018 and December 31, 2017.

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)
June 30,
2018
 
December 31,
2017
Assets
 
 
 
Loans receivable
$
64,362

 
57,796

Accrued interest receivable
93

 
94

Other assets
37,164

 
15,885

Total assets
$
101,619

 
73,775

Liabilities
 
 
 
Other borrowed funds
$
9,696

 
7,964

Accrued interest payable
1

 
1

Other liabilities
27

 
98

Total liabilities
$
9,724

 
8,063


Unconsolidated Variable Interest Entities
The Company has equity investments in Low-Income Housing Tax Credit (“LIHTC”) partnerships with carrying values of $28,269,000 and $9,169,000 as of June 30, 2018 and December 31, 2017, 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 $10,765,000 at June 30, 2018, of which $7,633,000 is expected to be fulfilled in 2018 and $3,132,000 is expected to be fulfilled in 2019. There were no impairment losses on the Company’s LIHTC investments during the six months ended June 30, 2018 and 2017.

The Company has elected to use the proportional amortization method, and more specifically the practical expedient 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
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Amortization expense
$
1,030

 
640

 
1,921

 
1,143

Tax credits and other tax benefits recognized
1,423

 
976

 
2,663

 
1,752


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 $361,515,000 and $362,573,000 at June 30, 2018 and December 31, 2017, respectively, and are secured by debt securities with carrying values of $503,935,000 and $475,601,000, 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:

 
June 30, 2018
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
30 - 90 Days
 
Greater Than 90 Days
 
Total
State and local governments
$
18,544

 

 
21,562

 
40,106

Residential mortgage-backed securities
319,731

 

 

 
319,731

Commercial mortgage-backed securities
1,678

 

 

 
1,678

Total
$
339,953

 

 
21,562

 
361,515


 
December 31, 2017
 
Remaining Contractual Maturity of the Agreements
(Dollars in thousands)
Overnight and Continuous
 
30 - 90 Days
 
Greater Than 90 Days
 
Total
Residential mortgage-backed securities
$
360,751

 

 

 
360,751

Commercial mortgage-backed securities
1,822

 

 

 
1,822

Total
$
362,573

 

 

 
362,573


Note 7. Derivatives and Hedging Activities

Interest Rate Swap Derivatives
As of June 30, 2018, 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 current and prior periods. As such, no amount of ineffectiveness has been included in the Company’s statements of operations for the six months ended June 30, 2018 and 2017. Therefore, the aggregate fair value of the interest rate swaps was recorded in other liabilities with changes recorded in 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 $3,840,000 and $3,973,000 for the six months ended June 30, 2018 and 2017, 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 $1,817,000 of the unrealized loss reported in OCI at June 30, 2018 to be reclassified to interest expense during the next twelve months.

The following table presents the pre-tax gains or losses recorded in OCI and the Company’s statements of operations relating to the interest rate swap derivative financial instruments:
 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Interest rate swaps
 
 
 
 
 
 
 
Amount of gain (loss) recognized in OCI (effective portion)
$
1,689

 
(2,108
)
 
6,068

 
(1,844
)
Amount of loss reclassified from OCI to interest expense
(577
)
 
(1,262
)
 
(1,477
)
 
(2,594
)
Amount of loss recognized in other non-interest expense (ineffective portion)

 

 

 


The following table discloses the offsetting of financial assets and interest rate swap derivative assets.

 
June 30, 2018
 
December 31, 2017
(Dollars in thousands)
Gross Amount of Recognized Assets
 
Gross Amount Offset in the Statements of Financial Position
 
Net Amounts of Assets Presented in the Statements of Financial Position
 
Gross Amount of Recognized Assets
 
Gross Amount Offset in the Statements of Financial Position
 
Net Amounts of Assets Presented in the Statements of Financial Position
Interest rate swaps
$
1,386

 
(1,386
)
 

 

 

 


The following table discloses the offsetting of financial liabilities and interest rate swap derivative liabilities.

 
June 30, 2018
 
December 31, 2017
(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
$
3,230

 
(1,386
)
 
1,844

 
9,389

 

 
9,389


Pursuant to the interest rate swap agreements, the Company pledged collateral to the counterparty in the form of debt securities totaling $5,243,000 at June 30, 2018. There was $0 collateral pledged from the counterparty to the Company as of June 30, 2018. 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




Residential Real Estate Derivatives
At June 30, 2018 and December 31, 2017, the Company had residential real estate derivatives for 1) commitments to fund certain residential real estate loans (interest rate locks) of $118,842,000 and $67,861,000, respectively, to be sold into the secondary market; and 2) forward commitments for the future delivery of residential real estate loans to third party investors. It is the Company’s practice to enter into forward commitments for the future delivery of residential real estate loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These derivatives are not designated in hedge relationships. Such derivatives are short-term in nature and changes in the fair values of these derivatives are not recorded as gains on sale of loans because the changes were not significant.

Note 8. Other Expenses

Other expenses consists of the following:
 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Mergers and acquisition expenses
$
2,926

 
866

 
4,762

 
949

Consulting and outside services
1,795

 
984

 
3,174

 
2,404

Debit card expenses
1,148

 
1,794

 
2,788

 
3,512

Telephone
1,142

 
934

 
2,163

 
1,911

Employee expenses
1,142

 
1,125

 
1,933

 
1,914

Loan expenses
984

 
722

 
1,788

 
1,613

Postage
776

 
636

 
1,555

 
1,361

Printing and supplies
792

 
668

 
1,483

 
1,308

VIE amortization and other expenses
938

 
948

 
1,412

 
1,412

Business development
642

 
453

 
1,110

 
793

Accounting and audit fees
393

 
519

 
811

 
1,009

Legal fees
467

 
227

 
781

 
506

ATM expenses
345

 
382

 
634

 
694

Checking and operating expenses
354

 
362

 
467

 
727

Other
1,207

 
885

 
2,351

 
1,812

Total other expenses
$
15,051

 
11,505

 
27,212

 
21,925



30




Note 9. Accumulated Other Comprehensive Loss

The following table illustrates the activity within accumulated other comprehensive loss by component, net of tax:
 
(Dollars in thousands)
Gains (Losses) on Available-For-Sale Debt Securities
 
Losses on Derivatives Used for Cash Flow Hedges
 
Total
Balance at December 31, 2016
$
1,639

 
(9,021
)
 
(7,382
)
Other comprehensive income (loss) before reclassifications
12,256

 
(1,129
)
 
11,127

Reclassification adjustments for losses included in net income
365

 
1,589

 
1,954

Net current period other comprehensive income
12,621

 
460

 
13,081

Balance at June 30, 2017
$
14,260

 
(8,561
)
 
5,699

Balance at December 31, 2017
$
5,031

 
(7,010
)
 
(1,979
)
Other comprehensive (loss) income before reclassifications
(24,195
)
 
4,530

 
(19,665
)
Reclassification adjustments for losses included in net income
259

 
1,103

 
1,362

Net current period other comprehensive (loss) income
(23,936
)
 
5,633

 
(18,303
)
Balance at June 30, 2018
$
(18,905
)
 
(1,377
)
 
(20,282
)

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 and stock options were exercised, using the treasury stock method.

Basic and diluted earnings per share has been computed based on the following:

 
Three Months ended
 
Six Months ended
(Dollars in thousands, except per share data)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Net income available to common stockholders, basic and diluted
$
44,384

 
33,687

 
82,943

 
64,942

Average outstanding shares - basic
84,514,257

 
77,546,236

 
82,671,816

 
77,061,867

Add: dilutive restricted stock awards and stock options
45,011

 
46,089

 
62,591

 
63,810

Average outstanding shares - diluted
84,559,268

 
77,592,325

 
82,734,407

 
77,125,677

Basic earnings per share
$
0.53

 
0.43

 
1.00

 
0.84

Diluted earnings per share
$
0.52

 
0.43

 
1.00

 
0.84


There were no restricted stock awards or stock options excluded from the diluted average outstanding share calculation for the six months ended June 30, 2018 and 2017, respectively. Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock award or the exercise price of a stock option exceeds the market price of the Company’s stock.


31




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 six month periods ended June 30, 2018 and 2017.

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 June 30, 2018.

Debt securities, available-for-sale: fair value for available-for-sale debt 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.

Fair value determinations of available-for-sale debt 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 debt 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.

Loans held for sale, at fair value: loans held for sale measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net losses of $(21,000) and $0 for the six month periods ended June 30, 2018 and 2017, respectively, from the changes in fair value of these loans held for sale measured at fair value. Electing to measure loans held for sale at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.


32




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 June 30, 2018
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
28,093

 

 
28,093

 

U.S. government sponsored enterprises
119,360

 

 
119,360

 

State and local governments
653,918

 

 
653,918

 

Corporate bonds
318,422

 

 
318,422

 

Residential mortgage-backed securities
886,348

 

 
886,348

 

Commercial mortgage-backed securities
171,211

 

 
171,211

 

Loans held for sale, at fair value
53,788

 

 
53,788

 

Total assets measured at fair value on a recurring basis
$
2,231,140

 

 
2,231,140

 

Interest rate swaps
$
1,844

 

 
1,844

 

Total liabilities measured at fair value on a recurring basis
$
1,844

 

 
1,844

 


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 2017
 
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
 
 
 
 
 
 
 
U.S. government and federal agency
$
31,127

 

 
31,127

 

U.S. government sponsored enterprises
19,091

 

 
19,091

 

State and local governments
629,501

 

 
629,501

 

Corporate bonds
216,762

 

 
216,762

 

Residential mortgage-backed securities
779,283

 

 
779,283

 

Commercial mortgage-backed securities
102,479

 

 
102,479

 

Loans held for sale, at fair value
38,833

 

 
38,833

 

Total assets measured at fair value on a recurring basis
$
1,817,076

 

 
1,817,076

 

Interest rate swaps
$
9,389

 

 
9,389

 

Total liabilities measured at fair value on a recurring basis
$
9,389

 

 
9,389

 


33




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 June 30, 2018.

Other real estate owned: OREO is initially recorded at fair value less estimated cost to sell, establishing a new cost basis. OREO is subsequently accounted for at lower of cost or 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 department reviews 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.

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 June 30, 2018
 
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
$
735

 

 

 
735

Collateral-dependent impaired loans, net of ALLL
4,302

 

 

 
4,302

Total assets measured at fair value on a non-recurring basis
$
5,037

 

 

 
5,037



34




 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value December 31, 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
$
2,296

 

 

 
2,296

Collateral-dependent impaired loans, net of ALLL
6,339

 

 

 
6,339

Total assets measured at fair value on a non-recurring basis
$
8,635

 

 

 
8,635


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 June 30, 2018
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
735

 
Sales comparison approach
 
Selling costs
 
8.0% - 15.0% (9.3%)
Collateral-dependent impaired loans, net of ALLL
$
13

 
Cost approach
 
Selling costs
 
20.0% - 20.0% (20.0%)
 
4,289

 
Sales comparison approach
 
Selling costs
 
8.0% - 20.0% (10.3%)
 
$
4,302

 
 
 
 
 
 

 
Fair Value December 31, 2017
 
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average) 1
Other real estate owned
$
2,296

 
Sales comparison approach
 
Selling costs
 
0.0% - 10.0% (6.0%)
Collateral-dependent impaired loans, net of ALLL
$
238

 
Cost approach
 
Selling costs
 
10.0% - 20.0% (10.6%)
 
2,541

 
Sales comparison approach
 
Selling costs
 
8.0% - 10.0% (9.4%)
 
3,560

 
Combined approach
 
Selling costs
 
10.0% - 10.0% (10.0%)
 
$
6,339

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


35




Fair Value of 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 not carried at fair value. Receivables and payables due in one year or less, equity securities without readily determinable fair values and deposits with no defined or contractual maturities are excluded.

 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount June 30, 2018
 
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
$
368,132

 
368,132

 

 

Debt securities, held-to-maturity
620,409

 

 
618,509

 

Loans receivable, net of ALLL
7,817,108

 

 

 
7,814,402

Total financial assets
$
8,805,649

 
368,132

 
618,509

 
7,814,402

Financial liabilities
 
 
 
 
 
 
 
Term deposits
$
1,100,158

 

 
1,101,821

 

FHLB advances
395,037

 

 
395,132

 

Repurchase agreements and other borrowed funds
371,432

 

 
371,435

 

Subordinated debentures
134,058

 

 
121,325

 

Total financial liabilities
$
2,000,685

 

 
1,989,713

 


 
 
 
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount December 31, 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
$
200,004

 
200,004

 

 

Debt securities, held-to-maturity
648,313

 

 
660,086

 

Loans receivable, net of ALLL
6,448,256

 

 
6,219,515

 
114,771

Total financial assets
$
7,296,573

 
200,004

 
6,879,601

 
114,771

Financial liabilities
 
 
 
 
 
 
 
Term deposits
$
977,302

 

 
978,803

 

FHLB advances
353,995

 

 
352,886

 

Repurchase agreements and other borrowed funds
370,797

 

 
370,797

 

Subordinated debentures
126,135

 

 
98,023

 

Total financial liabilities
$
1,828,229

 

 
1,800,509

 



36




Note 12. Mergers and Acquisitions

On February 28, 2018, the Company acquired 100 percent of the outstanding common stock of Inter-Mountain Bancorp., Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana. 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. The acquisition expands the Company’s presence in the Bozeman and Golden Triangle markets in Montana and further diversifies the Company’s loan, customer and deposit base. FSB merged into the Bank and became a new bank division headquartered in Bozeman and the Bank’s existing Bozeman-based division, Big Sky Western Bank, combined with the new FSB division. The agriculture-focused northern branches of FSB combined with the Bank’s First Bank of Montana division. The preliminary value of the FSB acquisition was $181,043,000 and resulted in the Company issuing 4,654,091 shares of its common stock. 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 February 28, 2018 acquisition date. The excess of the preliminary 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 FSB. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.

On January 31, 2018, the Company acquired 100 percent of the outstanding common stock of Columbine Capital Corp. and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado. 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. The acquisition expands the Company’s presence in Colorado to the mountains and along the Front Range and further diversifies the Company’s loan, customer and deposit base. Collegiate merged into the Bank and operates as a separate Bank division under its existing name and management team. The preliminary value of the Collegiate acquisition was $96,083,000 and resulted in the Company issuing 1,778,777 shares of its common stock and paying $16,265,000 in cash in exchange for all of Collegiate’s outstanding common stock shares and $10,054,000 due to an effective settlement of pre-existing receivable from Columbine Capital Corp. 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 January 31, 2018 acquisition date. The excess of the preliminary 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 Collegiate. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange.


37




The assets and liabilities of FSB and Collegiate were recorded on the Company’s consolidated statements of financial condition at their preliminary estimated fair values as of the February 28, 2018 and January 31, 2018 acquisition dates, respectively, and their results of operations have been included in the Company’s consolidated statements of operations since those dates. The following table discloses the preliminary fair value estimates of the consideration transferred, the total identifiable net assets acquired and the resulting goodwill arising from the FSB and Collegiate acquisitions. The Company is continuing to obtain information to determine the fair values of the acquired assets and liabilities.

 
FSB
 
Collegiate
(Dollars in thousands)
February 28,
2018
 
January 31,
2018
Fair value of consideration transferred
 
 
 
Fair value of Company shares issued, net of equity issuance costs
$
181,043

 
69,764

Cash consideration for outstanding shares

 
16,265

Effective settlement of a pre-existing relationship

 
10,054

Total fair value of consideration transferred
181,043

 
96,083

Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
 
Identifiable assets acquired
 
 
 
Cash and cash equivalents
24,397

 
93,136

Debt securities
271,865

 
42,177

Loans receivable
627,767

 
354,252

Core deposit intangible 1
31,053

 
10,275

Accrued income and other assets
78,325

 
15,911

Total identifiable assets acquired
1,033,407

 
515,751

Liabilities assumed
 
 
 
Deposits
877,586

 
437,171

Borrowings 2
36,880

 
12,509

Accrued expenses and other liabilities
14,175

 
5,435

Total liabilities assumed
928,641

 
455,115

Total identifiable net assets
104,766

 
60,636

Goodwill recognized
$
76,277

 
35,447

______________________________
1 The core deposit intangible for each acquisition was determined to have an estimated life of 10 years.
2 Borrowings assumed with the FSB acquisition include Tier 2 subordinated debentures of $7,903,000.


38




The preliminary fair values of the FSB and Collegiate assets acquired include loans with preliminary fair values of $627,767,000 and $354,252,000, respectively. The gross principal and contractual interest due under the FSB and Collegiate contracts was $632,370,000 and $355,364,000, respectively. The Company evaluated the principal and contractual interest due at each of the acquisition dates and determined that insignificant amounts were not expected to be collectible.

The Company incurred $3,850,000 and $828,000 of expenses in connection with the FSB and Collegiate acquisitions, respectively, during the six months ended June 30, 2018. Mergers and acquisition expenses are included in other expense in the Company's consolidated statements of operations and consist of third-party costs, conversion costs and employee retention and severance expenses.

Total income consisting of net interest income and non-interest income of the acquired operations of FSB was approximately $17,044,000 and net income was approximately $3,637,000 from February 28, 2018 to June 30, 2018. Total income consisting of net interest income and non-interest income of the acquired operations of Collegiate was approximately $10,218,000 and net income was approximately $2,681,000 from January 31, 2018 to June 30, 2018.

The following unaudited pro forma summary presents consolidated information of the Company as if the FSB and Collegiate acquisitions had occurred on January 1, 2017:

 
Three Months ended
 
Six Months ended
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
June 30,
2018
 
June 30,
2017
Net interest income and non-interest income
$
140,382

 
129,461

 
270,450

 
250,107

Net income
44,384

 
39,094

 
78,332

 
74,551



39




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, 2017 (the “2017 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 (“FDIC”) and other third parties;
legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business, both generally and as a result of the Company exceeding $10 billion in total consolidated assets;
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;
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.


40




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 Six Months ended
(Dollars in thousands, except per share and market data)
Jun 30,
2018
 
Mar 31,
2018
 
Jun 30,
2017
 
Jun 30,
2018
 
Jun 30,
2017
Operating results
 
 
 
 
 
 
 
 
 
Net income
$
44,384

 
38,559

 
33,687

 
82,943

 
64,942

Basic earnings per share
$
0.53

 
0.48

 
0.43

 
1.00

 
0.84

Diluted earnings per share
$
0.52

 
0.48

 
0.43

 
1.00

 
0.84

Dividends declared per share
$
0.26

 
0.23

 
0.21

 
0.49

 
0.42

Market value per share
 
 
 
 
 
 
 
 
 
Closing
$
38.68

 
38.38

 
36.61

 
38.68

 
36.61

High
$
41.47

 
41.24

 
37.41

 
41.47

 
38.17

Low
$
35.77

 
36.72

 
31.56

 
35.77

 
31.56

Selected ratios and other data
 
 
 
 
 
 
 
 
 
Number of common stock shares outstanding
84,516,650

 
84,511,472

 
78,001,890

 
84,516,650

 
78,001,890

Average outstanding shares - basic
84,514,257

 
80,808,904

 
77,546,236

 
82,671,816

 
77,061,867

Average outstanding shares - diluted
84,559,268

 
80,887,135

 
77,592,325

 
82,734,407

 
77,125,677

Return on average assets (annualized)
1.53
%
 
1.50
%
 
1.39
%
 
1.52
%
 
1.37
%
Return on average equity (annualized)
12.07
%
 
11.90
%
 
11.37
%
 
11.99
%
 
11.28
%
Efficiency ratio
55.44
%
 
57.80
%
 
52.89
%
 
56.54
%
 
54.17
%
Dividend payout ratio
49.06
%
 
47.92
%
 
48.84
%
 
49.00
%
 
50.00
%
Loan to deposit ratio
84.92
%
 
81.83
%
 
81.86
%
 
84.92
%
 
81.86
%
Number of full time equivalent employees
2,605

 
2,545

 
2,265

 
2,605

 
2,265

Number of locations
167

 
166

 
145

 
167

 
145

Number of ATMs
221

 
223

 
199

 
221

 
199


The Company reported net income of $44.4 million for the current quarter, an increase of $10.7 million, or 32 percent, from the $33.7 million of net income for the prior year second quarter. Diluted earnings per share for the current quarter was $0.52 per share, an increase of $0.09, or 21 percent, from the prior year second quarter diluted earnings per share of $0.43. Included in the current quarter was $2.9 million of acquisition-related expenses.

Net income for the six months ended June 30, 2018 was $82.9 million, an increase of $18.0 million, or 28 percent, from the $64.9 million of net income for the first six months of the prior year. Diluted earnings per share for the first half of 2018 was $1.00 per share, an increase of $0.16, or 19 percent, from the diluted earnings per share of $0.84 for the same period in the prior year.


41




Acquisitions
In February 2018, the Company completed its acquisition of Inter-Mountain Bancorp, Inc. and its wholly-owned subsidiary, First Security Bank, a community bank based in Bozeman, Montana (collectively, “FSB”). In January 2018, the Company completed its acquisition of Columbine Capital Corp., and its wholly-owned subsidiary, Collegiate Peaks Bank, a community bank based in Buena Vista, Colorado (collectively, “Collegiate”). 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. For additional information regarding the acquisitions, see Note 12 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.” The following table discloses the preliminary fair value estimates of selected classifications of assets and liabilities acquired:
 
FSB
 
Collegiate
 
 
(Dollars in thousands)
February 28,
2018
 
January 31,
2018
 
Total
Total assets
$
1,109,684

 
551,198

 
1,660,882

Debt securities
271,865

 
42,177

 
314,042

Loans receivable
627,767

 
354,252

 
982,019

Non-interest bearing deposits
301,468

 
170,022

 
471,490

Interest bearing deposits
576,118

 
267,149

 
843,267

Borrowings
36,880

 
12,509

 
49,389


Financial Condition Analysis

Assets
The following table summarizes the Company’s assets as of the dates indicated: 
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
Cash and cash equivalents
$
368,132

 
451,048

 
200,004

 
237,590

 
(82,916
)
 
168,128

 
130,542

Debt securities, available-for-sale
2,177,352

 
2,154,845

 
1,778,243

 
2,142,472

 
22,507

 
399,109

 
34,880

Debt securities, held-to-maturity
620,409

 
634,413

 
648,313

 
659,347

 
(14,004
)
 
(27,904
)
 
(38,938
)
Total debt securities
2,797,761

 
2,789,258

 
2,426,556

 
2,801,819

 
8,503

 
371,205

 
(4,058
)
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
835,382

 
831,021

 
720,728

 
712,726

 
4,361

 
114,654

 
122,656

Commercial real estate
4,384,781

 
4,251,003

 
3,577,139

 
3,393,753

 
133,778

 
807,642

 
991,028

Other commercial
1,940,435

 
1,839,293

 
1,579,353

 
1,549,067

 
101,142

 
361,082

 
391,368

Home equity
511,043

 
489,879

 
457,918

 
445,245

 
21,164

 
53,125

 
65,798

Other consumer
277,031

 
258,834

 
242,686

 
244,971

 
18,197

 
34,345

 
32,060

Loans receivable
7,948,672

 
7,670,030

 
6,577,824

 
6,345,762

 
278,642

 
1,370,848

 
1,602,910

Allowance for loan and lease losses
(131,564
)
 
(127,608
)
 
(129,568
)
 
(129,877
)
 
(3,956
)
 
(1,996
)
 
(1,687
)
Loans receivable, net
7,817,108

 
7,542,422

 
6,448,256

 
6,215,885

 
274,686

 
1,368,852

 
1,601,223

Other assets
914,643

 
876,050

 
631,533

 
644,200

 
38,593

 
283,110

 
270,443

Total assets
$
11,897,644

 
11,658,778

 
9,706,349

 
9,899,494

 
238,866

 
2,191,295

 
1,998,150



42




The Company successfully executed its strategy to stay below $10 billion in total assets as of December 31, 2017 to delay the impact of the Durbin Amendment for one additional year. The Durbin Amendment, which was passed as part of 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 charge fee income in the future. As a result, the Company’s annual service charge fee income is expected to decline by approximately $14 - $16 million (pre-tax) beginning July 2019. During the year, the Company surpassed $10 billion in total assets and ended the current quarter at $11.897 billion, which was an increase of $2.191 billion, or 23 percent, from the prior year end resulting from current year acquisitions along with organic growth in loans.
 
Total debt securities of $2.798 billion at June 30, 2018 increased $8.5 million, or 30 basis points, during the current quarter and decreased $4.1 million, or 14 basis points, from the prior year second quarter. Debt securities represented 24 percent of total assets at June 30, 2018 compared to 28 percent of total assets at June 30, 2017.

The Company had a successful quarter in loan growth and the loan portfolio of $7.9 billion increased $279 million, or 15 percent annualized, during the current quarter. The loan category with the largest increase was commercial real estate loans which increased $134 million, or 3 percent. Excluding the FSB and Collegiate acquisitions, the loan portfolio increased $621 million, or 10 percent, since June 30, 2017 and was primarily driven by growth in commercial real estate loans, which increased $373 million, or 11 percent.

Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,914,885

 
2,811,469

 
2,311,902

 
2,234,058

 
103,416

 
602,983

 
680,827

NOW and DDA accounts
2,354,214

 
2,400,693

 
1,695,246

 
1,717,351

 
(46,479
)
 
658,968

 
636,863

Savings accounts
1,330,637

 
1,328,047

 
1,082,604

 
1,059,717

 
2,590

 
248,033

 
270,920

Money market deposit accounts
1,723,681

 
1,778,068

 
1,512,693

 
1,608,994

 
(54,387
)
 
210,988

 
114,687

Certificate accounts
927,608

 
955,105

 
817,259

 
886,504

 
(27,497
)
 
110,349

 
41,104

Core deposits, total
9,251,025

 
9,273,382

 
7,419,704

 
7,506,624

 
(22,357
)
 
1,831,321

 
1,744,401

Wholesale deposits
172,550

 
145,463

 
160,043

 
291,339

 
27,087

 
12,507

 
(118,789
)
Deposits, total
9,423,575

 
9,418,845

 
7,579,747

 
7,797,963

 
4,730

 
1,843,828

 
1,625,612

Securities sold under agreements to repurchase
361,515

 
395,794

 
362,573

 
451,050

 
(34,279
)
 
(1,058
)
 
(89,535
)
Federal Home Loan Bank advances
395,037

 
155,057

 
353,995

 
211,505

 
239,980

 
41,042

 
183,532

Other borrowed funds
9,917

 
8,204

 
8,224

 
5,817

 
1,713

 
1,693

 
4,100

Subordinated debentures
134,058

 
134,061

 
126,135

 
126,063

 
(3
)
 
7,923

 
7,995

Other liabilities
99,550

 
92,793

 
76,618

 
97,139

 
6,757

 
22,932

 
2,411

Total liabilities
$
10,423,652

 
10,204,754

 
8,507,292

 
8,689,537

 
218,898

 
1,916,360

 
1,734,115


Core deposits of $9.251 billion as of June 30, 2018 decreased $22.4 million, or 24 basis points, from the prior quarter. Excluding acquisitions, core deposits increased $430 million, or 6 percent, from the prior year second quarter. Non-interest bearing deposits as of June 30, 2018 increased $103 million, or 4 percent from the prior quarter and organically increased $209 million, or 9 percent from the prior year second quarter. The Company added back $395 million of deposits during the first quarter of 2018 that were previously moved off-balance sheet during the second half of 2017 as part of its strategy to stay below $10 billion in total assets through December 31, 2017.


43




Securities sold under agreements to repurchase (“repurchase agreements”) of $362 million at June 30, 2018 decreased $34.3 million, or 9 percent, over prior quarter and decreased $89.5 million, or 20 percent, over the prior year second quarter. Federal Home Loan Bank (“FHLB”) advances of $395 million at June 30, 2018, increased $240 million over the prior quarter to fund loan growth during the current quarter.

Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated: 
 
 
 
 
 
 
 
 
 
$ Change from
(Dollars in thousands, except per share data)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
Common equity
$
1,494,274

 
1,471,047

 
1,201,036

 
1,204,258

 
23,227

 
293,238

 
290,016

Accumulated other comprehensive (loss) income
(20,282
)
 
(17,023
)
 
(1,979
)
 
5,699

 
(3,259
)
 
(18,303
)
 
(25,981
)
Total stockholders’ equity
1,473,992

 
1,454,024

 
1,199,057

 
1,209,957

 
19,968

 
274,935

 
264,035

Goodwill and core deposit intangible, net
(342,243
)
 
(343,991
)
 
(191,995
)
 
(193,249
)
 
1,748

 
(150,248
)
 
(148,994
)
Tangible stockholders’ equity
$
1,131,749

 
1,110,033

 
1,007,062

 
1,016,708

 
21,716

 
124,687

 
115,041

Stockholders’ equity to total assets
12.39
%
 
12.47
%
 
12.35
%
 
12.22
%
 
 
 
 
 
 
Tangible stockholders’ equity to total tangible assets
9.79
%
 
9.81
%
 
10.58
%
 
10.47
%
 
 
 
 
 
 
Book value per common share
$
17.44

 
17.21

 
15.37

 
15.51

 
0.23

 
2.07

 
1.93

Tangible book value per common share
$
13.39

 
13.13

 
12.91

 
13.03

 
0.26

 
0.48

 
0.36


Tangible stockholders’ equity of $1.132 billion at June 30, 2018 increased $22 million compared to the prior quarter which was the result of earnings retention. Tangible stockholders’ equity increased $115 million over the prior year second quarter which was the result of earnings retention, $181 million and $69.8 million of Company stock issued for the acquisitions of FSB and Collegiate, respectively; these increases more than offset the increase in goodwill and core deposit intangibles associated with the acquisitions. Tangible book value per common share at quarter end increased $0.26 per share from the prior quarter and increased $0.36 per share from a year ago.

Cash Dividends
On June 27, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.26 per share, an increase of $0.03 per share, or 13 percent from the prior quarter. The dividend was payable July 19, 2018 to shareholders of record on July 10, 2018. The dividend was the 133rd consecutive quarterly dividend. Dividends declared for the first half of 2018 were $0.49 per share, an increase of $0.07 per share, or 17 percent, over the same period last year. 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 June 30, 2018 
Compared to March 31, 2018 and June 30, 2017

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

 
Three Months ended
 
$ Change from
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Jun 30,
2017
 
Mar 31,
2018
 
Jun 30,
2017
Net interest income
 
 
 
 
 
 
 
 
 
Interest income
$
117,715

 
103,066

 
94,032

 
14,649

 
23,683

Interest expense
9,161

 
7,774

 
7,774

 
1,387

 
1,387

Total net interest income
108,554

 
95,292

 
86,258

 
13,262

 
22,296

Non-interest income
 
 
 
 
 
 
 
 
 
Service charges and other fees
18,804

 
16,871

 
17,495

 
1,933

 
1,309

Miscellaneous loan fees and charges
2,243

 
1,477

 
1,092

 
766

 
1,151

Gain on sale of loans
8,142

 
6,097

 
7,532

 
2,045

 
610

Loss on sale of investments
(56
)
 
(333
)
 
(522
)
 
277

 
466

Other income
2,695

 
1,974

 
2,059

 
721

 
636

Total non-interest income
31,828

 
26,086

 
27,656

 
5,742

 
4,172

Total income
$
140,382

 
121,378

 
113,914

 
19,004

 
26,468

Net interest margin (tax-equivalent)
4.17
%
 
4.10
%
 
4.12
%
 
 
 
 

Net Interest Income
The current quarter interest income of $118 million increased $14.6 million, or 14 percent, from the prior quarter and increased $23.7 million, or 25 percent, over the prior year second quarter with both increases primarily attributable to the increase in interest income from commercial loans. Interest income on commercial loans increased $10.3 million, or 16 percent, from the prior quarter and increased $19.6 million, or 35 percent, from the prior year second quarter.

The current quarter interest expense of $9.2 million increased $1.4 million, or 18 percent, from the prior quarter and increased $1.4 million, or 18 percent, from the prior year second quarter. The total cost of funding (including non-interest bearing deposits) for the current quarter was 36 basis points compared to 35 basis points for the prior quarter and 37 basis points for the prior year second quarter. The 1 basis point increase from the prior quarter was driven by an increase in deposit rates which was partially offset by the increase in non-interest bearing deposits.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 4.17 percent compared to 4.10 percent in the prior quarter. The 7 basis points increase in the net interest margin was primarily the result of increased yields on the loan portfolio and also included a 2 basis points increase in loan discount accretion from the fair value adjustments of recently acquired banks. The current quarter net interest margin increased 5 basis points over the prior year second quarter net interest margin of 4.12 percent. Included in the current quarter margin was a 14 basis point decrease due to the reduction in the federal corporate income tax rate in 2018 by the Tax Cut and Jobs Act (“Tax Act”). The increase in the core margin from the prior year second quarter resulted from the remix of earning assets to higher yielding loans, increased yields on the loan portfolio, and stable funding costs.


45




Non-interest Income
Non-interest income for the current quarter totaled $31.8 million, an increase of $5.7 million, or 22 percent, from the prior quarter and an increase of $4.2 million, or 15 percent, over the same quarter last year. Service charges and other fees of $18.8 million for the current quarter, increased $1.9 million, or 11 percent, from the prior quarter as a result of seasonality and the increased number of accounts, including from acquisitions. Service charges and other fees increased $1.3 million, 7 percent, from the prior year second quarter primarily due to the increased number of accounts from organic growth and acquisitions. Miscellaneous loan fees and charges increased $766 thousand, or 52 percent from prior quarter and increased $1.2 million, or 105 percent, from the prior year second quarter as a result of the recent acquisitions and increased loan growth. Gain on sale of loans increased $2.0 million, or 34 percent, from the prior quarter as a result of seasonality.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
 
 
Three Months ended
 
$ Change from
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Jun 30,
2017
 
Mar 31,
2018
 
Jun 30,
2017
Compensation and employee benefits
$
49,023

 
45,721

 
39,498

 
3,302

 
9,525

Occupancy and equipment
7,662

 
7,274

 
6,560

 
388

 
1,102

Advertising and promotions
2,530

 
2,170

 
2,169

 
360

 
361

Data processing
4,241

 
3,967

 
3,409

 
274

 
832

Other real estate owned
211

 
72

 
442

 
139

 
(231
)
Regulatory assessments and insurance
1,329

 
1,206

 
1,087

 
123

 
242

Core deposit intangibles amortization
1,748

 
1,056

 
639

 
692

 
1,109

Other expenses
15,051

 
12,161

 
11,505

 
2,890

 
3,546

Total non-interest expense
$
81,795

 
73,627

 
65,309

 
8,168

 
16,486


Total non-interest expense of $81.8 million for the current quarter increased $8.2 million, or 11 percent, over the prior quarter and increased $16.5 million, or 25 percent, over the prior year second quarter. Compensation and employee benefits increased by $3.3 million, or 7 percent, from the prior quarter due to the increased number of employees from acquisitions. Compensation and employee benefits increased by $9.5 million, or 24 percent, from the prior year second quarter due to the increased number of employees from acquisitions and organic growth combined with annual salary increases. Occupancy and equipment expense increased $388 thousand, or 5 percent, over the prior quarter and increased $1.1 million, or 17 percent, over the prior year second quarter and was attributable to increased costs from acquisitions. Data processing expense increased $274 thousand, or 7 percent, from the prior quarter and increased $832 thousand, or 24 percent, from the prior year second quarter due to increased expenses from the acquisitions. Other expenses increased $2.9 million, or 24 percent, from the prior quarter and increased $3.5 million, or 31 percent, from the prior year second quarter primarily from an increase in acquisition-related expenses. Acquisition-related expenses were $2.9 million during the current quarter compared to $1.8 million in the prior quarter and $867 thousand in the prior year second quarter.


46




Efficiency Ratio
The current quarter efficiency ratio was 55.44 percent, a 236 basis point improvement from the prior quarter efficiency ratio of 57.80 percent. The decrease was the result of an increase in interest income and seasonal increases in gain on sale of loans and deposit service charges combined with the Company controlling operating costs.

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
 
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
Second quarter 2018
$
4,718

 
$
762

 
1.66
%
 
0.50
%
 
0.71
%
First quarter 2018
795

 
2,755

 
1.66
%
 
0.59
%
 
0.64
%
Fourth quarter 2017
2,886

 
2,894

 
1.97
%
 
0.57
%
 
0.68
%
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
%

Net charge-offs for the current quarter were $762 thousand compared to $2.8 million for the prior quarter and $2.4 million from the same quarter last year. Current quarter provision for loan losses was $4.7 million, compared to $795 thousand in the prior quarter and $3.0 million in the prior year second 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 Six Months ended June 30, 2018
Compared to June 30, 2017
 
Income Summary
The following table summarizes revenue for the periods indicated:

 
Six Months ended
 
$ Change
 
% Change
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
Net interest income
 
 
 
 
 
 
 
Interest income
$
220,781

 
$
181,660

 
$
39,121

 
22
 %
Interest expense
16,935

 
15,140

 
1,795

 
12
 %
Total net interest income
203,846

 
166,520

 
37,326

 
22
 %
Non-interest income
 
 
 
 
 
 
 
Service charges and other fees
35,675

 
33,128

 
2,547

 
8
 %
Miscellaneous loan fees and charges
3,720

 
2,072

 
1,648

 
80
 %
Gain on sale of loans
14,239

 
13,890

 
349

 
3
 %
Loss on sale of investments
(389
)
 
(622
)
 
233

 
(37
)%
Other income
4,669

 
4,877

 
(208
)
 
(4
)%
Total non-interest income
57,914

 
53,345

 
4,569

 
9
 %
Total income
$
261,760

 
$
219,865

 
$
41,895

 
19
 %
Net interest margin (tax-equivalent)
4.14
%
 
4.08
%
 
 
 
 

Net Interest Income
Interest income for the the first six months of 2018 increased $39.1 million, or 22 percent, from the first six months of 2017 and was primarily attributable to a $35.2 million increase in interest income from commercial loans. Interest expense of $16.9 million for the first half of 2018 increased $1.8 million over the prior year same period. Interest expense on deposits decreased $408 thousand, or 5 percent, from the prior year and was due to the decrease in wholesale deposits. Interest expense on repurchase agreements, FHLB advances, and subordinated debt increased $2.2 million, or 36 percent, over the prior year and was primarily driven by the increase in interest rates. The total funding cost (including non-interest bearing deposits) for 2018 was 36 basis points compared to 37 basis points for 2017.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the first six months of 2018 was 4.14 percent, a 6 basis points increase from the net interest margin of 4.08 percent for the first half of 2017. Included in the current year margin was a 14 basis points decrease compared to the prior year driven by the reduction in the federal corporate income tax rate. The increase in the margin was principally due to a shift in earning assets to higher yielding loans along with an increase in yields on the loan portfolio combined with stable cost of funds.

Non-interest Income
Non-interest income of $57.9 million for the first six months of 2018 increased $4.6 million, or 9 percent, over the same period last year. Service charges and other fees of $35.7 million for 2018 increased $2.5 million, or 8 percent, from the prior year as a result of an increased number of deposit accounts from organic growth and acquisitions. Miscellaneous loan fees and charges for the first half of 2018 increased $1.6 million, or 80 percent from the prior year as a result of the recent acquisitions and increased loan growth.


48




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

 
Six Months ended
 
$ Change
 
% Change
(Dollars in thousands)
June 30,
2018
 
June 30,
2017
 
Compensation and employee benefits
$
94,744

 
$
78,744

 
$
16,000

 
20
 %
Occupancy and equipment
14,936

 
13,206

 
1,730

 
13
 %
Advertising and promotions
4,700

 
4,142

 
558

 
13
 %
Data processing
8,208

 
6,533

 
1,675

 
26
 %
Other real estate owned
283

 
715

 
(432
)
 
(60
)%
Regulatory assessments and insurance
2,535

 
2,148

 
387

 
18
 %
Core deposit intangible amortization
2,804

 
1,240

 
1,564

 
126
 %
Other expenses
27,212

 
21,925

 
5,287

 
24
 %
Total non-interest expense
$
155,422

 
$
128,653

 
$
26,769

 
21
 %

Total non-interest expense of $155.4 million for the first half of 2018 increased $26.8 million, or 21 percent, over prior year first half. Compensation and employee benefits for first six months of 2018 increased $16.0 million, or 20 percent, from the same period last year due to the increased number of employees from acquisitions and organic growth combined with annual salary increases. Occupancy and equipment expense for the first half of 2018 increased $1.7 million, or 13 percent from the prior year as a result of increased costs from acquisitions. Data processing expense for the current year increased $1.7 million, or 26 percent, from the prior year as a result of increased costs from the acquisitions. Current year other expenses of $27.2 million increased $5.3 million, or 24 percent, from the prior year and was from an increase in acquisition-related expenses. Acquisition-related expenses were $4.8 million during the first half of 2018 compared to $949 thousand in the prior year first half.

Efficiency Ratio
The efficiency ratio of 56.54 percent for the first six months of 2018 increased 237 basis points from the prior year first six months efficiency ratio of 54.17. The increase included 280 basis points related to the decrease in the federal income tax rate and the increase in acquisition-related expenses.

Provision for Loan Losses
The provision for loan losses was $5.5 million for the first half of 2018, an increase of $902 thousand from the same period in the prior year. Net charge-offs during the first half of 2018 were $3.5 million compared to $4.3 million during the same period in 2017.


49




ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity
The Company’s investment securities primarily consist of debt securities classified as available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines and are carried at cost less impairment.

Debt Securities
Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income (“OCI”). The Company’s debt securities are summarized below:

 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
(Dollars in thousands)
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
 
Carrying Amount
 
Percent
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
28,093

 
1
%
 
$
31,127

 
1
%
 
$
35,611

 
1
%
U.S. government sponsored enterprises
119,360

 
4
%
 
19,091

 
1
%
 
19,274

 
1
%
State and local governments
653,918

 
23
%
 
629,501

 
26
%
 
667,903

 
24
%
Corporate bonds
318,422

 
12
%
 
216,762

 
9
%
 
422,369

 
15
%
Residential mortgage-backed securities
886,348

 
32
%
 
779,283

 
32
%
 
896,364

 
32
%
Commercial mortgage-backed securities
171,211

 
6
%
 
102,479

 
4
%
 
100,951

 
3
%
Total available-for-sale
2,177,352

 
78
%
 
1,778,243

 
73
%
 
2,142,472

 
76
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
State and local governments
620,409

 
22
%
 
648,313

 
27
%
 
659,347

 
24
%
Total held-to-maturity
620,409

 
22
%
 
648,313

 
27
%
 
659,347

 
24
%
Total debt securities
$
2,797,761

 
100
%
 
$
2,426,556

 
100
%
 
$
2,801,819

 
100
%

The Company’s debt securities are 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 federal statutory rate is used in calculating the tax-equivalent yields on the tax-exempt securities. As a result of the Tax Act, the federal statutory rate decreased from 35 percent in 2017 to 21 percent beginning in 2018. 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.

 
June 30, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
S&P: AAA / Moody’s: Aaa
$
320,079

 
317,165

 
310,040

 
311,759

S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
738,828

 
739,018

 
767,306

 
783,795

S&P: A+, A, A- / Moody’s: A1, A2, A3
172,819

 
177,764

 
167,230

 
175,539

S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3
9,005

 
9,242

 
2,271

 
2,372

Not rated by either entity
29,945

 
28,388

 
14,985

 
15,262

Below investment grade
846

 
850

 
847

 
860

Total
$
1,271,522

 
1,272,427

 
1,262,679

 
1,289,587


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.

 
June 30, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
General obligation - unlimited
$
710,128

 
711,785

 
717,610

 
735,218

General obligation - limited
187,171

 
191,390

 
195,278

 
203,643

Revenue
347,801

 
342,901

 
322,394

 
323,183

Certificate of participation
18,510

 
18,851

 
19,366

 
19,922

Other
7,912

 
7,500

 
8,031

 
7,621

Total
$
1,271,522

 
1,272,427

 
1,262,679

 
1,289,587


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

 
June 30, 2018
 
December 31, 2017
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Washington
$
191,416

 
192,229

 
184,491

 
189,932

Texas
163,159

 
163,471

 
170,786

 
175,217

Michigan
145,901

 
148,969

 
157,240

 
163,332

Montana
110,829

 
112,859

 
92,733

 
97,234

California
68,078

 
66,607

 
69,944

 
69,554

All other states
592,139

 
588,292

 
587,485

 
594,318

Total
$
1,271,522

 
1,272,427

 
1,262,679

 
1,289,587



51




The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at June 30, 2018. 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 debt 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
$

 
%
 
$
1,776

 
2.31
%
 
$
13,339

 
1.32
%
 
$
12,978

 
2.53
%
 
$

 
%
 
$
28,093

 
1.95
%
U.S. government sponsored enterprises

 
%
 
111,816

 
2.54
%
 
7,544

 
6.06
%
 

 
%
 

 
%
 
119,360

 
2.57
%
State and local governments
23,755

 
1.86
%
 
43,634

 
2.36
%
 
255,851

 
3.63
%
 
330,678

 
4.07
%
 

 
%
 
653,918

 
3.70
%
Corporate bonds
120,866

 
2.28
%
 
197,556

 
2.99
%
 

 
%
 

 
%
 

 
%
 
318,422

 
2.72
%
Residential mortgage-backed securities

 
%
 

 
%
 

 
%
 

 
%
 
886,348

 
2.30
%
 
886,348

 
2.30
%
Commercial mortgage-backed securities

 
%
 

 
%
 

 
%
 

 
%
 
171,211

 
2.50
%
 
171,211

 
2.50
%
Total available- for-sale
144,621

 
2.21
%
 
354,782

 
2.77
%
 
276,734

 
3.50
%
 
343,656

 
4.01
%
 
1,057,559

 
2.34
%
 
2,177,352

 
2.80
%
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and local governments

 
%
 
3,189

 
2.36
%
 
107,480

 
3.15
%
 
509,740

 
4.11
%
 

 
%
 
620,409

 
3.94
%
Total held-to-maturity

 
%
 
3,189

 
2.36
%
 
107,480

 
3.15
%
 
509,740

 
4.11
%
 

 
%
 
620,409

 
3.94
%
Total debt securities
$
144,621

 
2.21
%
 
$
357,971

 
2.76
%
 
$
384,214

 
3.40
%
 
$
853,396

 
4.07
%
 
$
1,057,559

 
2.34
%
 
$
2,797,761

 
3.05
%

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

Other-Than-Temporary Impairment on Securities Analysis
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 2018, S&P issued a credit opinion affirming its AA+ rating of U.S. government long-term debt, and the outlook remains stable. In April 2018, Moody's issued a credit opinion affirming its Aaa rating of U.S. government long-term debt and the outlook remains stable. In April 2018, Fitch issued a credit opinion affirming 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 debt securities with an unrealized loss position at June 30, 2018 into two categories: securities purchased prior to 2018 and those purchased during 2018. Of those securities purchased prior to 2018, the fair market value and unrealized gain or loss at December 31, 2017 is also presented.

 
June 30, 2018
 
December 31, 2017
(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 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
22,023

 
$
(191
)
 
(1
)%
 
$
25,188

 
$
(101
)
 
 %
U.S. government sponsored enterprises
18,899

 
(331
)
 
(2
)%
 
19,091

 
(104
)
 
(1
)%
State and local governments
524,303

 
(20,769
)
 
(4
)%
 
539,912

 
(7,157
)
 
(1
)%
Corporate bonds
149,596

 
(1,118
)
 
(1
)%
 
151,523

 
(411
)
 
 %
Residential mortgage-backed securities
631,841

 
(21,640
)
 
(3
)%
 
727,860

 
(7,452
)
 
(1
)%
Commercial mortgage-backed securities
88,131

 
(2,728
)
 
(3
)%
 
102,480

 
(1,845
)
 
(2
)%
Total
$
1,434,793

 
$
(46,777
)
 
(3
)%
 
$
1,566,054

 
$
(17,070
)
 
(1
)%
Temporarily impaired securities purchased during 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored enterprises
$
100,461

 
$
(636
)
 
(1
)%
 
 
 
 
 
 
State and local governments
39,449

 
(2,143
)
 
(5
)%
 
 
 
 
 
 
Corporate bonds
102,354

 
(470
)
 
 %
 
 
 
 
 
 
Residential mortgage-backed securities
166,498

 
(1,754
)
 
(1
)%
 
 
 
 
 
 
Commercial mortgage-backed securities
83,080

 
(400
)
 
 %
 
 
 
 
 
 
Total
$
491,842

 
$
(5,403
)
 
(1
)%
 
 
 
 
 
 
Temporarily impaired securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency
$
22,023

 
$
(191
)
 
(1
)%
 
 
 
 
 
 
U.S. government sponsored enterprises
119,360

 
(967
)
 
(1
)%
 
 
 
 
 
 
State and local governments
563,752

 
(22,912
)
 
(4
)%
 
 
 
 
 
 
Corporate bonds
251,950

 
(1,588
)
 
(1
)%
 
 
 
 
 
 
Residential mortgage-backed securities
798,339

 
(23,394
)
 
(3
)%
 
 
 
 
 
 
Commercial mortgage-backed securities
171,211

 
(3,128
)
 
(2
)%
 
 
 
 
 
 
Total
$
1,926,635

 
$
(52,180
)
 
(3
)%
 
 
 
 
 
 


53




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 June 30, 2018:
(Dollars in thousands)
Number of
Debt
Securities
 
Unrealized
Loss
Greater than 10.0%
19

 
$
(5,568
)
5.1% to 10.0%
123

 
(13,347
)
0.1% to 5.0%
972

 
(33,265
)
Total
1,114

 
$
(52,180
)

With respect to the valuation history of the impaired debt securities, the Company identified 296 securities which have been continuously impaired for the twelve months ending June 30, 2018. 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 296 debt securities which have been continuously impaired for the twelve months ended June 30, 2018, 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
13

 
$
(140
)
 
$
(28
)
U.S. government sponsored enterprises
1

 
(94
)
 
(94
)
State and local governments
182

 
(14,977
)
 
(1,467
)
Corporate bonds
8

 
(348
)
 
(82
)
Residential mortgage-backed securities
76

 
(10,101
)
 
(924
)
Commercial mortgage-backed securities
16

 
(1,862
)
 
(378
)
Total
296

 
$
(27,522
)
 
 

Based on the Company's analysis of its impaired debt securities as of June 30, 2018, 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 June 30, 2018 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 June 30, 2018 have been determined by the Company to be investment grade.

Non-marketable equity securities. Non-marketable equity securities 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 June 30, 2018, the Company determined that none of such securities had other-than-temporary impairment.


54




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:

 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Residential real estate loans
$
835,382

 
11
 %
 
$
720,728

 
11
 %
 
$
712,726

 
11
 %
Commercial loans
 
 
 
 
 
 
 
 
 
 
 
Real estate
4,384,781

 
56
 %
 
3,577,139

 
55
 %
 
3,393,753

 
55
 %
Other commercial
1,940,435

 
25
 %
 
1,579,353

 
25
 %
 
1,549,067

 
25
 %
Total
6,325,216

 
81
 %
 
5,156,492

 
80
 %
 
4,942,820

 
80
 %
Consumer and other loans
 
 
 
 
 
 
 
 
 
 
 
Home equity
511,043

 
6
 %
 
457,918

 
7
 %
 
445,245

 
7
 %
Other consumer
277,031

 
4
 %
 
242,686

 
4
 %
 
244,971

 
4
 %
Total
788,074

 
10
 %
 
700,604

 
11
 %
 
690,216

 
11
 %
Loans receivable
7,948,672

 
102
 %
 
6,577,824

 
102
 %
 
6,345,762

 
102
 %
ALLL
(131,564
)
 
(2
)%
 
(129,568
)
 
(2
)%
 
(129,877
)
 
(2
)%
Loans receivable, net
$
7,817,108

 
100
 %
 
$
6,448,256

 
100
 %
 
$
6,215,885

 
100
 %

55




Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
 
 
At or for the Six Months ended
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Six Months ended
(Dollars in thousands)
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
June 30,
2017
Other real estate owned
$
13,616

 
14,132

 
14,269

 
18,500

Accruing loans 90 days or more past due
 
 
 
 
 
 
 
Residential real estate
1,050

 
430

 
2,366

 
398

Commercial
11,200

 
4,701

 
3,582

 
1,493

Consumer and other
501

 
271

 
129

 
1,307

Total
12,751

 
5,402

 
6,077

 
3,198

Non-accrual loans
 
 
 
 
 
 
 
Residential real estate
6,851

 
7,188

 
4,924

 
5,698

Commercial
48,138

 
43,853

 
35,629

 
37,511

Consumer and other
3,181

 
3,408

 
4,280

 
3,974

Total
58,170

 
54,449

 
44,833

 
47,183

Total non-performing assets
$
84,537

 
73,983

 
65,179

 
68,881

Non-performing assets as a percentage of subsidiary assets
0.71
%
 
0.64
%
 
0.68
%
 
0.70
%
ALLL as a percentage of non-performing loans
186
%
 
213
%
 
255
%
 
258
%
Accruing loans 30-89 days past due
$
39,650

 
44,963

 
37,687

 
31,124

Accruing troubled debt restructurings
$
34,991

 
41,649

 
38,491

 
31,742

Non-accrual troubled debt restructurings
$
18,380

 
13,289

 
23,709

 
25,418

U.S. government guarantees included in non-performing assets
$
7,265

 
4,548

 
2,513

 
1,158

Interest income 1
$
1,409

 
646

 
2,162

 
1,119

______________________________
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 June 30, 2018 were $84.5 million, an increase of $10.6 million, or 14 percent, from the prior quarter and an increase of $15.7 million, or 23 percent, from the prior year second quarter. Non-performing assets as a percentage of subsidiary assets at June 30, 2018 was 0.71 percent, an increase of 7 basis points from the prior quarter, and an increase of 1 basis point from the prior year second quarter. Early stage delinquencies (accruing loans 30-89 days past due) of $39.7 million at June 30, 2018 decreased $5.3 million from the prior quarter and early stage delinquencies as a percentage of loans at June 30, 2018 was 0.50 percent which was a decrease of 9 basis points from the prior quarter and a 1 basis point increase from prior year second 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. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

56




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 $140 million and $120 million as of June 30, 2018 and December 31, 2017, respectively. The ALLL includes specific valuation allowances of $2.3 million and $5.2 million of impaired loans as of June 30, 2018 and December 31, 2017, 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 $53.4 million and $62.2 million as of June 30, 2018 and December 31, 2017, 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 other real estate owned (“OREO”) during 2018 was $1.3 million. The fair value of the loan collateral acquired in foreclosure during 2018 was $1.1 million. The following table sets forth the changes in OREO for the periods indicated:
 
At or for the Six Months ended
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Six Months ended
(Dollars in thousands)
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
June 30,
2017
Balance at beginning of period
$
14,269

 
14,269

 
20,954

 
20,954

Acquisitions
187

 
187

 
96

 
96

Additions
1,144

 
378

 
4,466

 
3,521

Write-downs
(56
)
 
(13
)
 
(604
)
 
(275
)
Sales
(1,928
)
 
(689
)
 
(10,643
)
 
(5,796
)
Balance at end of period
$
13,616

 
14,132

 
14,269

 
18,500



57




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. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by the Company’s Board, 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.


58




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

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

 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
(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
$
10,903

 
8
%
 
11
%
 
$
10,798

 
8
%
 
11
%
 
$
11,522

 
9
%
 
11
%
Commercial real estate
71,245

 
54
%
 
55
%
 
68,515

 
53
%
 
54
%
 
68,503

 
53
%
 
54
%
Other commercial
38,664

 
29
%
 
24
%
 
39,303

 
30
%
 
24
%
 
36,984

 
28
%
 
24
%
Home equity
6,092

 
5
%
 
6
%
 
6,204

 
5
%
 
7
%
 
7,662

 
6
%
 
7
%
Other consumer
4,660

 
4
%
 
4
%
 
4,748

 
4
%
 
4
%
 
5,206

 
4
%
 
4
%
Total
$
131,564

 
100
%
 
100
%
 
$
129,568

 
100
%
 
100
%
 
$
129,877

 
100
%
 
100
%

The following table summarizes the ALLL experience for the periods indicated:

 
At or for the Six Months ended
 
At or for the Three Months ended
 
At or for the Year ended
 
At or for the Six Months ended
(Dollars in thousands)
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
June 30,
2017
Balance at beginning of period
$
129,568

 
129,568

 
129,572

 
129,572

Provision for loan losses
5,513

 
795

 
10,824

 
4,611

Charge-offs
 
 
 
 
 
 
 
Residential real estate
(47
)
 
(3
)
 
(199
)
 
(43
)
Commercial loans
(3,651
)
 
(2,821
)
 
(9,044
)
 
(3,515
)
Consumer and other loans
(3,913
)
 
(2,183
)
 
(10,088
)
 
(5,260
)
Total charge-offs
(7,611
)
 
(5,007
)
 
(19,331
)
 
(8,818
)
Recoveries
 
 
 
 
 
 
 
Residential real estate
71

 
16

 
82

 
65

Commercial loans
2,051

 
1,211

 
3,569

 
1,362

Consumer and other loans
1,972

 
1,025

 
4,852

 
3,085

Total recoveries
4,094

 
2,252

 
8,503

 
4,512

Net charge-offs
(3,517
)
 
(2,755
)
 
(10,828
)
 
(4,306
)
Balance at end of period
$
131,564

 
127,608

 
129,568

 
129,877

ALLL as a percentage of total loans
1.66
%
 
1.66
%
 
1.97
%
 
2.05
%
Net charge-offs as a percentage of total loans
0.04
%
 
0.04
%
 
0.17
%
 
0.07
%


59




The ALLL as a percent of total loans outstanding at June 30, 2018 was 1.66 percent, which was stable compared to the prior quarter and a decrease of 31 basis points from 1.97 percent at December 31, 2017. This decrease was primarily driven by the addition of loans from new acquisitions, as they are added to the portfolio on a fair value basis with no allowance.

The Company’s ALLL of $132 million is considered adequate to absorb losses from any class of its loan portfolio. For the periods ended June 30, 2018 and 2017, 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 2018, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $2.0 million. During the same period in 2017, the provision for loan losses exceeded loan charge-offs, net of recoveries, by $305 thousand.

The Company provides commercial services to individuals, small to medium-sized businesses, community organizations and public entities from 167 locations, including 152 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 improvements in the economic environment and housing markets throughout the Company’s footprint. Home prices continue to increase in all of the states within the Company’s footprint. Five of the Company’s states are ranked in the top 10 nationally for house price appreciation. Home ownership in the United States has increased slightly to 64.2 percent as of the first quarter of 2018 after bottoming out at 62.9 percent in the second quarter of 2016. 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, while all of the states exceed the national average. The Federal Reserve Bank of Philadelphia’s composite state coincident indices projects steady growth throughout the Company’s footprint. The United States economy grew at or above 2.0 percent for a fourth straight quarter. All of the states in the Company’s footprint have unemployment rates below 5 percent, which reflects the Federal Reserve’s definition of full employment. There has been a slight uptick in crude oil, while base metal and natural gas prices remain steady. 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 continues to be negatively impacted by the weak Canadian dollar. It remains to be seen how much the Tax Act will impact the Company’s economic environment. In general, the Company sees positive signs in the various economic indices; however, given the significant recession experienced during the late 2000s and the current lack of housing supply within the Company’s footprint, the Company is cautiously optimistic about the housing market. The Company will continue to actively monitor the economy’s impact on its lending portfolio.


60




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 18 percent and 24 percent of the Company’s non-accrual loans at June 30, 2018 and December 31, 2017, 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)
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
June 30,
2017
Specific valuation allowance
$
2,252

 
4,468

 
5,223

 
3,081

General valuation allowance
129,312

 
123,140

 
124,345

 
126,796

Total ALLL
$
131,564

 
127,608

 
129,568

 
129,877


During 2018, the ALLL increased by $2.0 million, the net result of a $3.0 million decrease in the specific valuation allowance and a $5.0 million increase in the general valuation allowance. The specific valuation decreased as the result of a $1.2 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 $362 million in loans collectively evaluated for impairment, excluding the current year acquisitions. 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.”


61




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)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
Custom and owner occupied construction
$
138,171

 
$
140,440

 
$
109,555

 
$
103,816

 
(2
)%
 
26
 %
 
33
%
Pre-sold and spec construction
96,008

 
100,376

 
72,160

 
76,553

 
(4
)%
 
33
 %
 
25
%
Total residential construction
234,179

 
240,816

 
181,715

 
180,369

 
(3
)%
 
29
 %
 
30
%
Land development
108,641

 
76,528

 
82,398

 
80,044

 
42
 %
 
32
 %
 
36
%
Consumer land or lots
110,846

 
119,469

 
102,289

 
107,124

 
(7
)%
 
8
 %
 
3
%
Unimproved land
72,150

 
68,862

 
65,753

 
67,935

 
5
 %
 
10
 %
 
6
%
Developed lots for operative builders
12,708

 
13,093

 
14,592

 
12,337

 
(3
)%
 
(13
)%
 
3
%
Commercial lots
27,661

 
43,232

 
23,770

 
25,675

 
(36
)%
 
16
 %
 
8
%
Other construction
478,037

 
420,632

 
391,835

 
307,547

 
14
 %
 
22
 %
 
55
%
Total land, lot, and other construction
810,043

 
741,816

 
680,637

 
600,662

 
9
 %
 
19
 %
 
35
%
Owner occupied
1,302,737

 
1,292,206

 
1,132,833

 
1,091,119

 
1
 %
 
15
 %
 
19
%
Non-owner occupied
1,495,532

 
1,449,166

 
1,186,066

 
1,148,831

 
3
 %
 
26
 %
 
30
%
Total commercial real estate
2,798,269

 
2,741,372

 
2,318,899

 
2,239,950

 
2
 %
 
21
 %
 
25
%
Commercial and industrial
909,688

 
865,574

 
751,221

 
769,105

 
5
 %
 
21
 %
 
18
%
Agriculture
661,218

 
620,342

 
450,616

 
457,286

 
7
 %
 
47
 %
 
45
%
1st lien
1,072,917

 
1,014,361

 
877,335

 
849,601

 
6
 %
 
22
 %
 
26
%
Junior lien
64,821

 
66,288

 
51,155

 
53,316

 
(2
)%
 
27
 %
 
22
%
Total 1-4 family
1,137,738

 
1,080,649

 
928,490

 
902,917

 
5
 %
 
23
 %
 
26
%
Multifamily residential
218,061

 
219,310

 
189,342

 
172,523

 
(1
)%
 
15
 %
 
26
%
Home equity lines of credit
500,036

 
481,204

 
440,105

 
419,940

 
4
 %
 
14
 %
 
19
%
Other consumer
164,288

 
162,171

 
148,247

 
155,098

 
1
 %
 
11
 %
 
6
%
Total consumer
664,324

 
643,375

 
588,352

 
575,038

 
3
 %
 
13
 %
 
16
%
States and political subdivisions
419,025

 
421,252

 
383,252

 
341,159

 
(1
)%
 
9
 %
 
23
%
Other
149,915

 
132,582

 
144,133

 
144,479

 
13
 %
 
4
 %
 
4
%
Total loans receivable, including loans held for sale
8,002,460

 
7,707,088

 
6,616,657

 
6,383,488

 
4
 %
 
21
 %
 
25
%
Less loans held for sale 1
(53,788
)
 
(37,058
)
 
(38,833
)
 
(37,726
)
 
45
 %
 
39
 %
 
43
%
Total loans receivable
$
7,948,672

 
$
7,670,030

 
$
6,577,824

 
$
6,345,762

 
4
 %
 
21
 %
 
25
%
______________________________
1 Loans held for sale are primarily 1st lien 1-4 family loans.

62




The following table summarizes the Company’s non-performing assets by regulatory classification:

 
 
Non-performing Assets,  by Loan Type
 
Non-
Accrual
Loans
 
Accruing
Loans 90  Days or  More Past Due
 
OREO
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Jun 30,
2018
Jun 30,
2018
Jun 30,
2018
Custom and owner occupied construction
$
48

 
48

 
48

 
177

 

 

 
48

Pre-sold and spec construction
492

 
492

 
38

 
272

 
492

 

 

Total residential construction
540

 
540

 
86

 
449

 
492

 

 
48

Land development
7,564

 
7,802

 
7,888

 
8,428

 
901

 

 
6,663

Consumer land or lots
1,593

 
1,622

 
1,861

 
1,868

 
510

 

 
1,083

Unimproved land
9,962

 
10,294

 
10,866

 
11,933

 
8,453

 
28

 
1,481

Developed lots for operative builders
126

 
83

 
116

 
116

 
43

 

 
83

Commercial lots
1,059

 
1,312

 
1,312

 
1,559

 
13

 

 
1,046

Other construction
155

 
319

 
151

 
151

 
17

 

 
138

Total land, lot and other construction
20,459

 
21,432

 
22,194

 
24,055

 
9,937

 
28

 
10,494

Owner occupied
12,891

 
12,594

 
13,848

 
17,757

 
11,251

 
113

 
1,527

Non-owner occupied
15,337

 
5,346

 
4,584

 
2,791

 
7,734

 
7,108

 
495

Total commercial real estate
28,228

 
17,940

 
18,432

 
20,548

 
18,985

 
7,221

 
2,022

Commercial and industrial
7,692

 
6,313

 
5,294

 
4,753

 
6,577

 
1,070

 
45

Agriculture
10,497

 
10,476

 
3,931

 
2,877

 
7,946

 
2,551

 

1st lien
9,725

 
8,717

 
9,261

 
9,057

 
7,964

 
1,426

 
335

Junior lien
3,257

 
4,271

 
567

 
727

 
3,220

 
37

 

Total 1-4 family
12,982

 
12,988

 
9,828

 
9,784

 
11,184

 
1,463

 
335

Multifamily residential
634

 
652

 

 

 
634

 

 

Home equity lines of credit
3,112

 
3,312

 
3,292

 
5,864

 
2,205

 
274

 
633

Other consumer
393

 
330

 
322

 
551

 
210

 
144

 
39

Total consumer
3,505

 
3,642

 
3,614

 
6,415

 
2,415

 
418

 
672

States and political subdivisions

 

 
1,800

 

 

 

 

Total
$
84,537

 
73,983

 
65,179

 
68,881

 
58,170

 
12,751

 
13,616




63




The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

 
Accruing 30-89 Days Delinquent Loans, by Loan Type
 
% Change from
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
Custom and owner occupied construction
$
1,525

 
$
611

 
$
300

 
$
493

 
150
 %
 
408
 %
 
209
 %
Pre-sold and spec construction
721

 
267

 
102

 
155

 
170
 %
 
607
 %
 
365
 %
Total residential construction
2,246

 
878

 
402

 
648

 
156
 %
 
459
 %
 
247
 %
Land development
728

 
585

 

 

 
24
 %
 
n/m

 
n/m

Consumer land or lots
471

 
485

 
353

 
808

 
(3
)%
 
33
 %
 
(42
)%
Unimproved land
1,450

 
889

 
662

 
1,115

 
63
 %
 
119
 %
 
30
 %
Developed lots for operative builders

 
464

 
7

 

 
(100
)%
 
(100
)%
 
n/m

Commercial lots

 
194

 
108

 

 
(100
)%
 
(100
)%
 
n/m

Other construction

 
76

 

 

 
(100
)%
 
n/m

 
n/m

Total land, lot and other construction
2,649

 
2,693

 
1,130

 
1,923

 
(2
)%
 
134
 %
 
38
 %
Owner occupied
3,571

 
13,904

 
4,726

 
5,038

 
(74
)%
 
(24
)%
 
(29
)%
Non-owner occupied
8,414

 
3,842

 
2,399

 
6,533

 
119
 %
 
251
 %
 
29
 %
Total commercial real estate
11,985

 
17,746

 
7,125

 
11,571

 
(32
)%
 
68
 %
 
4
 %
Commercial and industrial
5,745

 
5,746

 
6,472

 
5,825

 
 %
 
(11
)%
 
(1
)%
Agriculture
5,288

 
3,845

 
3,205

 
1,067

 
38
 %
 
65
 %
 
396
 %
1st lien
5,132

 
9,597

 
10,865

 
2,859

 
(47
)%
 
(53
)%
 
80
 %
Junior lien
989

 
240

 
4,348

 
815

 
312
 %
 
(77
)%
 
21
 %
Total 1-4 family
6,121

 
9,837

 
15,213

 
3,674

 
(38
)%
 
(60
)%
 
67
 %
Multifamily residential

 

 

 
2,011

 
n/m

 
n/m

 
(100
)%
Home equity lines of credit
3,940

 
2,316

 
1,962

 
2,819

 
70
 %
 
101
 %
 
40
 %
Other consumer
1,665

 
1,849

 
2,109

 
1,572

 
(10
)%
 
(21
)%
 
6
 %
Total consumer
5,605

 
4,165

 
4,071

 
4,391

 
35
 %
 
38
 %
 
28
 %
Other
11

 
53

 
69

 
14

 
(79
)%
 
(84
)%
 
(21
)%
Total
$
39,650

 
$
44,963

 
$
37,687

 
$
31,124

 
(12
)%
 
5
 %
 
27
 %
______________________________
n/m - not measurable



64




The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

 
Net Charge-Offs (Recoveries), Year-to-Date
Period Ending, By Loan Type
 
Charge-Offs
 
Recoveries
(Dollars in thousands)
Jun 30,
2018
 
Mar 31,
2018
 
Dec 31,
2017
 
Jun 30,
2017
 
Jun 30,
2018
 
Jun 30,
2018
Pre-sold and spec construction
$
(344
)
 
(339
)
 
(23
)
 
(15
)
 
17

 
361

Total residential construction
(344
)
 
(339
)
 
(23
)
 
(15
)
 
17

 
361

Land development
(107
)
 
(5
)
 
(143
)
 
(46
)
 

 
107

Consumer land or lots
(92
)
 
(3
)
 
222

 
(107
)
 
206

 
298

Unimproved land
(144
)
 
(73
)
 
(304
)
 
(110
)
 

 
144

Developed lots for operative builders
33

 

 
(107
)
 
(10
)
 
33

 

Commercial lots
4

 
(2
)
 
(6
)
 
(3
)
 
7

 
3

Other construction

 

 
389

 
390

 

 

Total land, lot and other construction
(306
)
 
(83
)
 
51

 
114

 
246

 
552

Owner occupied
1,000

 
962

 
3,908

 
853

 
1,084

 
84

Non-owner occupied
(4
)
 
(47
)
 
368

 
(2
)
 
59

 
63

Total commercial real estate
996

 
915

 
4,276

 
851

 
1,143

 
147

Commercial and industrial
1,471

 
1,430

 
883

 
494

 
1,922

 
451

Agriculture
44

 
(2
)
 
9

 
14

 
50

 
6

1st lien
(193
)
 
(65
)
 
(23
)
 
(32
)
 
47

 
240

Junior lien
(34
)
 
(29
)
 
719

 
746

 
47

 
81

Total 1-4 family
(227
)
 
(94
)
 
696

 
714

 
94

 
321

Multifamily residential
(6
)
 
(6
)
 
(230
)
 
(229
)
 

 
6

Home equity lines of credit
(38
)
 
(32
)
 
272

 
271

 
19

 
57

Other consumer
111

 
73

 
505

 
(8
)
 
258

 
147

Total consumer
73

 
41

 
777

 
263

 
277

 
204

Other
1,816

 
893

 
4,389

 
2,100

 
3,862

 
2,046

Total
$
3,517

 
2,755

 
10,828

 
4,306

 
7,611

 
4,094





65




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 debt 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 deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, 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. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts. During 2017, the Company utilized a third party vendor to transfer deposits off-balance sheet. All of such deposits were brought back onto the Company’s balance sheet during 2018. The Company’s deposits are summarized below:

 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
(Dollars in thousands)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Non-interest bearing deposits
$
2,914,885

 
31
%
 
$
2,311,902

 
31
%
 
$
2,234,058

 
29
%
NOW and DDA accounts
2,354,214

 
25
%
 
1,695,246

 
22
%
 
1,717,351

 
22
%
Savings accounts
1,330,637

 
14
%
 
1,082,604

 
14
%
 
1,059,717

 
13
%
Money market deposit accounts
1,723,681

 
18
%
 
1,512,693

 
20
%
 
1,608,994

 
21
%
Certificate accounts
927,608

 
10
%
 
817,259

 
11
%
 
886,504

 
11
%
Wholesale deposits
172,550

 
2
%
 
160,043

 
2
%
 
291,339

 
4
%
Total interest bearing deposits
6,508,690

 
69
%
 
5,267,845

 
69
%
 
5,563,905

 
71
%
Total deposits
$
9,423,575

 
100
%
 
$
7,579,747

 
100
%
 
$
7,797,963

 
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 the 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 debt 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.

66




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 Six Months ended
 
At or for the Year ended
(Dollars in thousands)
June 30,
2018
 
December 31,
2017
Repurchase agreements
 
 
 
Amount outstanding at end of period
$
361,515

 
362,573

Weighted interest rate on outstanding amount
0.52
%
 
0.53
%
Maximum outstanding at any month-end
$
395,794

 
497,187

Average balance
$
376,385

 
413,873

Weighted-average interest rate
0.52
%
 
0.45
%

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. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 1 capital up to a certain limit. The Company also assumed subordinated debt that qualifies as Tier 2 capital from the FSB acquisition. The subordinated debentures outstanding as of June 30, 2018 were $134 million, including fair value adjustments from 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.”


67




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., debt 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)
June 30,
2018
 
December 31,
2017
FHLB advances
 
 
 
Borrowing capacity
$
1,988,032

 
1,807,787

Amount utilized
(400,419
)
 
(360,185
)
Amount available
$
1,587,613

 
1,447,602

FRB discount window
 
 
 
Borrowing capacity
$
898,700

 
1,054,103

Amount utilized

 

Amount available
$
898,700

 
1,054,103

Unsecured lines of credit available
$
230,000

 
230,000

Unencumbered debt securities
 
 
 
U.S. government and federal agency
$
28,093

 
29,097

U.S. government sponsored enterprises
110,469

 
3,358

State and local governments
606,911

 
769,786

Corporate bonds
310,948

 
5,982

Residential mortgage-backed securities
271,750

 
115,527

Commercial mortgage-backed securities
89,118

 
54,998

Total unencumbered securities
$
1,417,289

 
978,748



68




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 84,516,650 have been issued as of June 30, 2018. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of June 30, 2018. 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 certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act and substantially amended the regulatory risk-based capital rules applicable to the Company. The Final Rules require the Company to hold a conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer for 2018 is 1.875%. As of June 30, 2018, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory ratios and the Federal Reserve’s current capital adequacy guidelines as of June 30, 2018. 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 actual regulatory ratios
14.55
%
 
13.29
%
 
13.29
%
 
11.07
%
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



69




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 4.9 percent in Arizona. Washington and Wyoming do not impose a corporate income tax.

Income tax expense for the six months ended June 30, 2018 and 2017 was $17.9 million and $21.7 million, respectively. The Company’s effective tax rate for the six months ended June 30, 2018 and 2017 was 17.7 percent and 25.0 percent, respectively. The current year effective tax rate was significantly lower than the prior year and was attributable to the decrease in the federal income tax rate driven by the Tax Act. The prior year federal statutory tax rate was 35 percent and was decreased to 21 percent in the current year. Furthermore, the current year and prior year’s effective tax rates are lower due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $28.0 million and $28.6 million for the six months ended June 30, 2018 and 2017, respectively. Benefits from federal income tax credits were $3.7 million and $2.4 million for the six months ended June 30, 2018 and 2017, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). 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 $20.7 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 debt 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
 
Debt
Securities
Tax Credits
 
Total
2018
$
3,216

 
4,901

 
908

 
9,025

2019
3,315

 
5,500

 
850

 
9,665

2020
3,637

 
5,304

 
791

 
9,732

2021
3,705

 
4,487

 
737

 
8,929

2022
2,937

 
4,459

 
673

 
8,069

Thereafter
2,752

 
21,238

 
2,149

 
26,139

 
$
19,562

 
45,889

 
6,108

 
71,559


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).



70




 
Three Months ended
 
Six Months ended
 
June 30, 2018
 
June 30, 2018
(Dollars in thousands)
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest and
Dividends
 
Average
Yield/
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Residential real estate loans
$
874,839

 
$
10,149

 
4.64
%
 
$
829,579

 
$
18,934

 
4.56
%
Commercial loans 1
6,158,095

 
76,834

 
5.00
%
 
5,856,533

 
143,308

 
4.93
%
Consumer and other loans
761,751

 
9,372

 
4.93
%
 
740,569

 
17,996

 
4.90
%
Total loans 2
7,794,685

 
96,355

 
4.96
%
 
7,426,681

 
180,238

 
4.89
%
Tax-exempt investment securities 3
1,085,520

 
12,634

 
4.66
%
 
1,089,605

 
25,429

 
4.67
%
Taxable investment securities 4
1,931,846

 
12,630

 
2.62
%
 
1,793,849

 
22,902

 
2.55
%
Total earning assets
10,812,051

 
121,619

 
4.51
%
 
10,310,135

 
228,569

 
4.47
%
Goodwill and intangibles
343,201

 
 
 
 
 
281,673

 
 
 
 
Non-earning assets
473,750

 
 
 
 
 
432,533

 
 
 
 
Total assets
$
11,629,002

 
 
 
 
 
$
11,024,341

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing deposits
$
2,800,719

 
$

 
%
 
$
2,637,342

 
$

 
%
NOW and DDA accounts
2,316,927

 
1,009

 
0.17
%
 
2,165,039

 
1,827

 
0.17
%
Savings accounts
1,319,966

 
231

 
0.07
%
 
1,252,760

 
423

 
0.07
%
Money market deposit accounts
1,746,960

 
856

 
0.20
%
 
1,689,730

 
1,576

 
0.19
%
Certificate accounts
941,099

 
1,592

 
0.68
%
 
908,940

 
2,911

 
0.65
%
Total core deposits
9,125,671

 
3,688

 
0.16
%
 
8,653,811

 
6,737

 
0.16
%
Wholesale deposits 5
153,127

 
929

 
2.43
%
 
151,362

 
1,796

 
2.39
%
FHLB advances
290,391

 
2,513

 
3.42
%
 
257,800

 
4,602

 
3.55
%
Repurchase agreements and other borrowed funds
510,636

 
2,031

 
1.60
%
 
516,108

 
3,800

 
1.48
%
Total interest bearing liabilities
10,079,825

 
9,161

 
0.36
%
 
9,579,081

 
16,935

 
0.36
%
Other liabilities
74,600

 
 
 
 
 
50,421

 
 
 
 
Total liabilities
10,154,425

 
 
 
 
 
9,629,502

 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
845

 
 
 
 
 
827

 
 
 
 
Paid-in capital
1,049,270

 
 
 
 
 
978,046

 
 
 
 
Retained earnings
443,607

 
 
 
 
 
432,143

 
 
 
 
Accumulated other comprehensive loss
(19,145
)
 
 
 
 
 
(16,177
)
 
 
 
 
Total stockholders’ equity
1,474,577

 
 
 
 
 
1,394,839

 
 
 
 
Total liabilities and stockholders’ equity
$
11,629,002

 
 
 
 
 
$
11,024,341

 
 
 
 
Net interest income (tax-equivalent)
 
 
$
112,458

 
 
 
 
 
$
211,634

 
 
Net interest spread (tax-equivalent)
 
 
 
 
4.15
%
 
 
 
 
 
4.11
%
Net interest margin (tax-equivalent)
 
 
 
 
4.17
%
 
 
 
 
 
4.14
%
 
______________________________
1 
Includes tax effect of $1.0 million and $2.0 million on tax-exempt municipal loan and lease income for the three and six months ended June 30, 2018, respectively.
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 $2.6 million and $5.2 million on tax-exempt debt securities income for the three and six months ended June 30, 2018, respectively.
4 
Includes tax effect of $305 thousand and $609 thousand on federal income tax credits for the three and six months ended June 30, 2018, respectively.
5 
Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.

71




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.
 
Year ended June 30,
 
2018 vs. 2017
 
Increase (Decrease) Due to:
(Dollars in thousands)
Volume
 
Rate
 
Net
Interest income
 
 
 
 
 
Residential real estate loans
$
2,374

 
292

 
2,666

Commercial loans (tax-equivalent)
31,248

 
3,016

 
34,264

Consumer and other loans
1,512

 
562

 
2,074

Investment securities (tax-equivalent)
(3,044
)
 
(4,531
)
 
(7,575
)
Total interest income
32,090

 
(661
)
 
31,429

Interest expense
 
 
 
 
 
NOW and DDA accounts
187

 
1,111

 
1,298

Savings accounts
64

 
59

 
123

Money market deposit accounts
130

 
273

 
403

Certificate accounts
(59
)
 
335

 
276

Wholesale deposits
(2,286
)
 
(222
)
 
(2,508
)
FHLB advances
(510
)
 
1,868

 
1,358

Repurchase agreements and other borrowed funds
(218
)
 
1,063

 
845

Total interest expense
(2,692
)
 
4,487

 
1,795

Net interest income (tax-equivalent)
$
34,782

 
(5,148
)
 
29,634


Net interest income (tax-equivalent) increased $29.6 million for the six months ended June 30, 2018 compared to the same period in 2017. The interest income for the first six 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 debt securities portfolio was the result of the redeployment of cash flow from debt securities into the loan portfolio and the decrease in the tax benefit related to the tax-exempt debt securities. Total interest expense increased from prior year primarily from an increase in deposit and FHLB interest rates, which was partially offset by the decrease in wholesale deposits.

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.


72




Item 3.
Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of June 30, 2018 indicates there are no material changes in the quantitative and qualitative disclosures from those in the 2017 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 June 30, 2018. 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 second quarter of 2018, 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 2017 Annual Report. The risks and uncertainties described in the 2017 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



73




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 June 30, 2018 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.


74




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.
 
 
 
 
July 31, 2018
/s/ Randall M. Chesler
 
 
Randall M. Chesler
 
 
President and CEO
 
 
 
 
July 31, 2018
/s/ Ron J. Copher
 
 
Ron J. Copher
 
 
Executive Vice President and CFO
 



75