UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

 

FORM 10–Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

Commission file number:

001-35915

 

 

FIRST NBC BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana		14-1985604
(State of incorporation or organization)		(I.R.S. Employer Identification Number)

 

210 Baronne Street, New Orleans, Louisiana		70112
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (504) 566-8000

 

 

Indicate by check mark whether the registrant: (i) 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 (ii) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

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

As of July 31, 2014, the registrant had 18,555,172 shares of common stock, par value $1.00 per share, outstanding.

 

 

 

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FIRST NBC BANK HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS

 

(In thousands)		(Unaudited) June 30, 2014				December 31, 2013
Assets
Cash and due from banks		$	38,660			$	28,140
Short-term investments			24,790				3,502
Investment in short-term receivables			252,460				246,817
Investment securities available for sale, at fair value			280,991				277,719
Investment securities held to maturity			91,075				94,904
Mortgage loans held for sale			5,264				6,577
Loans, net of allowance for loan losses of $37,403 and $32,143, respectively			2,539,681				2,325,634
Bank premises and equipment, net			52,474				51,174
Accrued interest receivable			11,691				10,994
Goodwill and other intangible assets			8,132				8,433
Investment in real estate properties			11,394				10,147
Investment in tax credit entities			111,940				117,684
Cash surrender value of bank-owned life insurance			46,583				26,187
Other real estate			5,190				3,733
Deferred tax asset			61,256				51,191
Other assets			26,827				23,781
Total assets		$	3,568,408			$	3,286,617
Liabilities and equity
Deposits:
Noninterest-bearing		$	340,716			$	291,080
Interest-bearing			2,616,803				2,439,727
Total deposits			2,957,519				2,730,807
Short-term borrowings			—				8,425
Repurchase agreements			106,393				75,957
Long-term borrowings			55,110				55,110
Accrued interest payable			6,846				6,682
Other liabilities			33,366				27,777
Total liabilities			3,159,234				2,904,758
Shareholders’ equity:
Preferred stock
Convertible preferred stock Series C – no par value; 1,680,219 shares authorized; 364,983 shares issued and outstanding at June 30, 2014 and December 31, 2013			4,471				4,471
Preferred stock Series D – no par value; 37,935 shares authorized, issued and outstanding at June 30, 2014 and December 31, 2013			37,935				37,935
Common stock- par value $1 per share; 100,000,000 shares authorized; 18,554,499 shares issued and outstanding at June 30, 2014 and 18,514,271 shares issued and outstanding at December 31, 2013			18,554				18,514
Additional paid-in capital			238,241				237,063
Accumulated earnings			125,726				100,389
Accumulated other comprehensive loss, net			(15,755	)			(16,515	)
Total shareholders’ equity			409,172				381,857
Noncontrolling interest			2				2
Total equity			409,174				381,859
Total liabilities and equity		$	3,568,408			$	3,286,617

See accompanying notes.

 

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FIRST NBC BANK HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(In thousands, except per share data)		2014				2013				2014				2013
Interest income:
Loans, including fees		$	33,397			$	26,356			$	64,496			$	52,551
Investment securities			2,378				1,661				4,730				3,292
Investment in short-term receivables			1,391				958				3,086				1,695
Short-term investments			27				59				42				76
			37,193				29,034				72,354				57,614
Interest expense:
Deposits			9,994				8,869				19,653				17,062
Borrowings and securities sold under repurchase agreements			649				910				1,303				1,611
			10,643				9,779				20,956				18,673
Net interest income			26,550				19,255				51,398				38,941
Provision for loan losses			3,000				2,400				6,000				5,000
Net interest income after provision for loan losses			23,550				16,855				45,398				33,941
Noninterest income:
Service charges on deposit accounts			498				462				1,057				960
Investment securities gain, net			56				—				56				306
Gain (loss) on assets sold, net			64				(15	)			139				148
Gain on sale of loans, net			70				55				70				278
Cash surrender value income on bank-owned life insurance			237				172				396				350
Income from sales of state tax credits			728				335				1,761				790
Community Development Entity fees earned			196				975				875				1,328
ATM fee income			505				474				978				913
Other			579				280				960				492
			2,933				2,738				6,292				5,565
Noninterest expense:
Salaries and employee benefits			5,942				5,014				11,339				10,621
Occupancy and equipment expenses			2,684				2,437				5,268				4,965
Professional fees			1,511				1,577				3,410				2,993
Taxes, licenses and FDIC assessments			1,343				793				2,542				1,851
Tax credit investment amortization			3,377				2,104				6,204				3,891
Write-down of foreclosed assets			20				61				186				113
Data processing			1,141				1,068				2,239				2,116
Advertising and marketing			556				512				1,134				969
Other			1,994				1,619				3,583				3,307
			18,568				15,185				35,905				30,826
Income before income taxes			7,915				4,408				15,785				8,680
Income tax (benefit) expense			(4,784	)			(4,198	)			(9,742	)			(8,211	)
Net income			12,699				8,606				25,527				16,891
Less net income attributable to noncontrolling interests			—				—				—				—
Net income attributable to Company			12,699				8,606				25,527				16,891
Less preferred stock dividends			(95	)			(95	)			(190	)			(190	)
Less earnings allocated to participating securities			(243	)			(455	)			(489	)			(994	)
Income available to common shareholders		$	12,361			$	8,056			$	24,848			$	15,707
Earnings per common share – basic		$	0.67			$	0.51			$	1.34			$	1.09
Earnings per common share – diluted		$	0.65			$	0.49			$	1.31			$	1.06

See accompanying notes.

 

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FIRST NBC BANK HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(In thousands)		2014				2013				2014				2013
Net income		$	12,699			$	8,606			$	25,527			$	16,891
Other comprehensive income (loss):
Fair value of derivative instruments, designated as cash flow hedges:
Change in fair value of derivative instruments designated as cash flow hedges during the period, before tax			(3,661	)			5,645				(8,767	)			6,798
Unrealized gains (loss) on investment securities:
Unrealized gains (loss) on investment securities arising during the period			4,213				(14,838	)			9,724				(16,924	)
Less: reclassification adjustment for gains included in net income			(56	)			—				(56	)			(305	)
Amortization of unrealized net loss on securities transferred from available for sale to held to maturity			165				—				269				—
Unrealized gains (loss) on investment securities, before tax			4,322				(14,838	)			9,937				(17,229	)
Other comprehensive income (loss), before taxes			661				(9,193	)			1,170				(10,431	)
Income tax expense (benefit) related to items of other comprehensive income (loss)			231				(3,217	)			410				(3,651	)
Other comprehensive income (loss), net of tax			430				(5,976	)			760				(6,780	)
Comprehensive income		$	13,129			$	2,630			$	26,287			$	10,111
Comprehensive income attributable to preferred shareholders			(95	)			(95	)			(190	)			(190	)
Comprehensive income attributable to participating securities			(243	)			(455	)			(489	)			(994	)
Comprehensive income available to common shareholders		$	12,791			$	2,080			$	25,608			$	8,927

See accompanying notes.

 

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FIRST NBC BANK HOLDING COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

 

(In thousands)		Preferred Stock Series C				Preferred Stock Series D				Common Stock				Additional Paid-In Capital				Accumulated Earnings				Accumulated Other Comprehensive Income				Total Shareholders’ Equity				Non-Controlling Interest				Total Equity
Balance, December 31, 2012 (1)		$	11,231			$	37,935			$	13,052			$	128,984			$	59,825			$	(2,926	)		$	248,101			$	1			$	248,102
Net income			—				—				—				—				16,891				—				16,891				—				16,891
Other comprehensive income			—				—				—				—				—				(6,780	)			(6,780	)			—				(6,780	)
Share-based compensation			—				—				—				567				—				—				567				—				567
Issuance of common stock			—				—				4,808				99,692				—				—				104,500				—				104,500
Preferred stock dividends			—				—				—				—				(190	)			—				(190	)			—				(190	)
Balance, June 30, 2013		$	11,231			$	37,935			$	17,860			$	229,243			$	76,526			$	(9,706	)		$	363,089			$	1			$	363,090
Balance, December 31, 2013 (1)		$	4,471			$	37,935			$	18,514			$	237,063			$	100,389			$	(16,515	)		$	381,857			$	2			$	381,859
Net income			—				—				—				—				25,527				—				25,527				—				25,527
Other comprehensive income			—				—				—				—				—				760				760				—				760
Share-based compensation			—				—				—				625				—				—				625				—				625
Issuance of common stock:
Stock option and director plans			—				—				40				553				—				—				593				—				593
Preferred stock dividends			—				—				—				—				(190	)			—				(190	)			—				(190	)
Balance, June 30, 2014		$	4,471			$	37,935			$	18,554			$	238,241			$	125,726			$	(15,755	)		$	409,172			$	2			$	409,174

 

(1)	Balances as of December 31, 2012 and December 31, 2013 are audited.

See accompanying notes.

 

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FIRST NBC BANK HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		For the Six Months Ended June 30,
(In thousands)		2014				2013
Operating activities
Net income		$	25,527			$	16,891
Adjustments to reconcile net income to net cash provided by operating activities:
Noncontrolling interest			—				—
Deferred tax benefit			(9,742	)			(8,211	)
Amortization of tax credit investments			6,204				3,891
Net discount accretion or premium amortization			(10	)			1,654
Gain on sale of investment securities			(56	)			(306	)
Gain on assets sold			(139	)			(148	)
Write-down of foreclosed assets			186				113
Proceeds from sale of mortgage loans held for sale			34,919				51,304
Mortgage loans originated and held for sale			(33,606	)			(39,033	)
Gain on sale of loans			(70	)			(278	)
Provision for loan losses			6,000				5,000
Depreciation and amortization			1,751				1,465
Share-based and other compensation expense			625				567
Increase in cash surrender value of bank-owned life insurance			(20,396	)			(350	)
Decrease in receivables from sales of investments			—				16,909
Changes in operating assets and liabilities:
Change in other assets			(5,553	)			(893	)
Change in accrued interest receivable			(697	)			(1,222	)
Change in accrued interest payable			164				676
Change in other liabilities			(2,752	)			7,728
Net cash provided by operating activities			2,355				55,757
Investing activities
Purchases of available for sale investment securities			(14,484	)			(91,928	)
Proceeds from sales of available for sale investment securities			4,700				37,385
Proceeds from maturities, prepayments, and calls of available for sale investment securities			16,488				77,354
Proceeds from sales of held to maturity securities			2,650				—
Proceeds from maturities, prepayments, and calls of held to maturity securities			1,171				—
Net change in investments in short-term receivables			(5,643	)			(95,822	)
Reimbursement of investment in tax credit entities			8,000				262
Purchases of investments in tax credit entities			(8,460	)			(16,068	)
Loans originated, net of repayments			(223,456	)			(180,783	)
Proceeds from sale of bank premises and equipment			—				175
Purchases of bank premises and equipment			(2,751	)			(3,937	)
Proceeds from disposition of real estate owned			2,283				758
Net cash used in investing activities			(219,502	)			(272,604	)
Financing activities
Net change in repurchase agreements			30,436				36,667
Repayment of borrowings			(8,425	)			(41,800	)
Net increase in deposits			226,541				244,296
Proceeds from sale of common stock			593				104,500
Dividends paid			(190	)			(190	)
Net cash provided by financing activities			248,955				343,473
Net change in cash, due from banks, and short-term investments			31,808				126,626
Cash, due from banks, and short-term investments at beginning of period			31,642				36,012
Cash, due from banks, and short-term investments at end of period		$	63,450			$	162,638

See accompanying notes.

 

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FIRST NBC BANK HOLDING COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of First NBC Bank Holding Company (Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include information or footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three-month and six-month periods ended June 30, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the Company’s audited financial statements, including the notes thereto, which were filed with the Securities and Exchange Commission as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Nature of Operations

The Company is a bank holding company that offers a broad range of financial services through First NBC Bank, a Louisiana state non-member bank, to businesses, institutions, and individuals in southeastern Louisiana and the Mississippi Gulf Coast. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States and to prevailing practices within the banking industry.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and First NBC Bank, and First NBC Bank’s wholly owned subsidiaries, which include First NBC Community Development, LLC (FNBC CDC) and First NBC Community Development Fund, LLC (FNBC CDE) (collectively referred to as the Bank). FNBC CDC is a Community Development Corporation formed to construct, purchase, and renovate affordable residential real estate properties in the New Orleans area. FNBC CDE is a Community Development Entity (CDE) formed to apply for and receive allocations of Federal New Markets Tax Credits (NMTC).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are susceptible to a significant change in the near term are the allowance for loan losses, income tax provision, fair value adjustments and share-based compensation.

Concentration of Credit Risk

The Company’s loan portfolio consists of the various types of loans described in Note 4. Real estate or other assets secure most loans. The majority of these loans have been made to individuals and businesses in the Company’s market area of southeastern Louisiana and southern Mississippi, which are dependent on the area economy for their livelihoods and servicing of their loan obligations. The Company does not have any significant concentrations to any one industry or customer.

The Company maintains deposits in other financial institutions that may, from time to time, exceed the federally insured deposit limits.

Reclassifications

Certain reclassifications have been made to prior period balances to conform to the current period presentation.

 

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Recent Accounting Pronouncements

ASU No. 2014-11

In June 2014, the FASB issued ASU No. 2014-11 Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, which requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty that will result in secured borrowing accounting for the repurchase agreement. The ASU requires new disclosures for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions that are accounted for as secured borrowings. These disclosures include information about the types of assets pledged and the relationship between those assets and the related obligation to return the proceeds. The ASU also requires new disclosures for transfers of financial assets that are accounted for as sales that involve an agreement with the transferee entered into in contemplation of the initial transfer that result in the transferor retaining substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The accounting and disclosure changes are effective for annual periods beginning after December 15, 2014. The Company is evaluating the adoption of this ASU and has not determined the impact on the Company’s financial condition or results of operations.

ASU No. 2014-09

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 205): An Amendment of the FASB Accounting Standards Codification, which clarifies the principles for recognizing revenue from contracts with customers. The new accounting guidance, which does not apply to financial instruments, is effective on a retrospective basis for annual reporting periods beginning after December 15, 2016, with early adoption not permitted. The Company does not expect the new guidance to have a material impact on its consolidated financial condition or results of operation.

ASU No. 2014-01

In January 2014, the FASB issued ASU No. 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). This ASU applies to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes. The provisions of this ASU should be applied retrospectively to all periods presented for periods beginning after December 15, 2014, with early adoption permitted. The Company is evaluating the adoption of this ASU and has not determined the impact on the Company’s financial condition or results of operations.

2. Earnings Per Share

The following sets forth the computation of basic net income per common share and diluted net income per common share:

 

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
(In thousands, except per share data)		2014				2013				2014				2013
Basic: Income available to common shareholders		$	12,361			$	8,056			$	24,848			$	15,707
Weighted-average common shares outstanding			18,526,705				15,912,118				18,518,078				14,482,871
Basic earnings per share		$	0.67			$	0.51			$	1.34			$	1.09
Diluted: Income available to common shareholders		$	12,361			$	8,056			$	24,848			$	15,707
Weighted-average common shares outstanding			18,526,705				15,912,118				18,518,078				14,482,871
Effect of dilutive securities:
Stock options outstanding			384,672				346,431				391,094				264,079
Warrants			116,638				87,597				117,769				71,902
Weighted-average common shares outstanding – assuming dilution			19,028,015				16,346,146				19,026,941				14,818,852
Diluted earnings per share		$	0.65			$	0.49			$	1.31			$	1.06

 

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3. Investment Securities

The amortized cost and market values of investment securities, with gross unrealized gains and losses, as of June 30, 2014 and December 31, 2013, were as follows (in thousands):

 

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses								Estimated Market Value
										Less Than One Year				Greater Than One Year
June 30, 2014
Available for sale:
U.S. government agency securities		$	153,896			$	769			$	—			$	(6,451	)		$	148,214
U.S. Treasury securities			13,021				—				—				(547	)			12,474
Municipal securities			18,785				188				(182	)			—				18,791
Mortgage-backed securities			65,490				728				(1,258	)			—				64,960
Corporate bonds			36,672				539				(8	)			(651	)			36,552
		$	287,864			$	2,224			$	(1,448	)		$	(7,649	)		$	280,991
Held to maturity:
Municipal securities		$	41,332			$	1,509			$	(16	)		$	—			$	42,825
Mortgage-backed securities			49,743				725				(1,883	)			—				48,585
		$	91,075			$	2,234			$	(1,899	)		$	—			$	91,410
December 31, 2013
Available for sale:
U.S. government agency securities		$	163,964			$	81			$	(10,991	)		$	(1,731	)		$	151,323
U.S. Treasury securities			13,022				—				(873	)			—				12,149
Municipal securities			23,240				140				(213	)			—				23,167
Mortgage-backed securities			57,010				447				(1,897	)			(16	)			55,544
Corporate bonds			37,023				395				(1,677	)			(205	)			35,536
		$	294,259			$	1,063			$	(15,651	)		$	(1,952	)		$	277,719
Held to maturity:
Municipal securities		$	44,294			$	94			$	(398	)		$	—			$	43,990
Mortgage-backed securities			50,610				12				(3,646	)			—				46,976
		$	94,904			$	106			$	(4,044	)		$	—			$	90,966

During 2013, the Company transferred securities with a fair value of $95.4 million from available for sale to held to maturity. Management determined it had both the positive intent and ability to hold these securities until maturity. The reclassified securities consisted of municipal and mortgage-backed securities and were transferred due to movements in interest rates. The securities were reclassified at fair value at the time of transfer and represented a non-cash transaction. Accumulated other comprehensive income included pre-tax unrealized losses of $5.9 million on these securities at the date of transfer. As of June 30, 2014, $5.4 million of pre-tax unrealized losses on these securities were included in accumulated other comprehensive income. These unrealized losses and offsetting other comprehensive income components are being amortized into net interest income over the remaining life of the related securities as a yield adjustment, resulting in no impact on future net income.

As of June 30, 2014 and December 31, 2013, the Company had 46 and 88 securities, respectively, that were in a loss position. The unrealized losses for each of the 46 securities relate to market interest rate changes. The Company has considered the current market for the securities in a loss position, as well as the severity and duration of the impairments, and expects that the value will recover. As of June 30, 2014, management does not intend to sell these investments until the fair value exceeds amortized cost and it is more likely than not the Company will not be required to sell debt securities before the anticipated recovery of the amortized cost basis of the security; thus, the impairment is determined not to be other-than-temporary.

 

9

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The amortized cost and estimated market values by contractual maturity of investment securities as of June 30, 2014 and December 31, 2013 are shown in the following table (in thousands). Mortgage-backed securities have been allocated based on expected maturities. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

		June 30, 2014												December 31, 2013
		Weighted Average Yield				Amortized Cost				Estimated Market Value				Weighted Average Yield				Amortized Cost				Estimated Market Value
Available for sale:
Due in one year or less			1.91	%		$	3,556			$	3,638				1.39	%		$	12,340			$	12,368
Due after one year through five years			2.69				82,862				83,688				2.58				64,790				65,038
Due after five years through ten years			2.05				163,382				157,845				2.12				180,362				168,243
Due after ten years			3.00				38,064				35,820				3.17				36,767				32,070
Total securities			2.36	%		$	287,864			$	280,991				2.30	%		$	294,259			$	277,719
Held to maturity:
Due in one year or less			3.88	%		$	2,045			$	2,028				1.76	%		$	1,007			$	1,007
Due after one year through five years			3.73				13,192				13,463				2.60				18,101				17,539
Due after five years through ten years			3.81				35,616				36,987				3.70				37,591				37,137
Due after ten years			3.11				40,222				38,932				3.41				38,205				35,283
Total securities			3.49	%		$	91,075			$	91,410				3.35	%		$	94,904			$	90,966

Securities with estimated market values of $299.5 million and $204.3 million at June 30, 2014 and December 31, 2013, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase, and long-term borrowings.

Proceeds from sales of securities for the six months ended June 30, 2014 and June 30, 2013 were $7.4 million and $37.4 million, respectively. Gross gains of $0.2 million and $0.5 million were realized on these sales for the six months ended June 30, 2014 and June 30, 2013, respectively. There were gross losses of $0.1 million and $0.2 million for the six months ended June 30, 2014 and June 30, 2013, respectively.

4. Loans

Major classifications of loans at June 30, 2014 and December 31, 2013 were as follows (in thousands):

 

		June 30, 2014				December 31, 2013
Commercial real estate loans:
Construction		$	279,303			$	203,369
Mortgage(1)			1,164,994				1,118,048
			1,444,297				1,321,417
Consumer real estate loans:
Construction			9,904				8,986
Mortgage			123,975				115,307
			133,879				124,293
Commercial and industrial loans			946,896				868,469
Loans to individuals, excluding real estate			21,125				16,345
Nonaccrual loans			20,218				16,396
Other loans			10,669				10,857
			2,577,084				2,357,777
Less allowance for loan losses			(37,403	)			(32,143	)
Loans, net		$	2,539,681			$	2,325,634

 

(1)	Included in commercial real estate loans, mortgage, are owner-occupied real estate loans of $354.5 million at June 30, 2014 and $364.9 million at December 31, 2013.

 

10

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A summary of changes in the allowance for loan losses during the six months ended June 30, 2014 and June 30, 2013 is as follows (in thousands):

 

		June 30, 2014				June 30, 2013
Balance, beginning of period		$	32,143			$	26,977
Provision charged to operations			6,000				5,000
Charge-offs			(769	)			(4,316	)
Recoveries			29				87
Balance, end of period		$	37,403			$	27,748

The allowance for loan losses and recorded investment in loans, including loans acquired with deteriorated credit quality as of the dates indicated are as follows (in thousands):

 

June 30, 2014
		Construction				Commercial Real Estate				Consumer Real Estate				Commercial and Industrial				Other Consumer				Total
Allowance for loan losses:
Beginning balance		$	2,790			$	13,780			$	2,656			$	12,677			$	240			$	32,143
Charge-offs			(4	)			(396	)			(43	)			(254	)			(72	)			(769	)
Recoveries			—				1				—				18				10				29
Provision			1,276				1,278				676				2,690				80				6,000
Ending balance		$	4,062			$	14,663			$	3,289			$	15,131			$	258			$	37,403
Ending balances:
Individually evaluated for impairment		$	33			$	1,772			$	964			$	2,400			$	1			$	5,170
Collectively evaluated for impairment		$	4,029			$	12,891			$	2,325			$	12,731			$	257			$	32,233
Loans receivable:
Ending balance-total		$	289,382			$	1,178,199			$	126,368			$	961,908			$	21,227			$	2,577,084
Ending balances:
Individually evaluated for impairment		$	303			$	12,809			$	2,567			$	4,438			$	3			$	20,120
Collectively evaluated for impairment		$	289,079			$	1,165,390			$	123,801			$	957,470			$	21,224			$	2,556,964

 

11

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June 30, 2013
		Construction				Commercial Real Estate				Consumer Real Estate				Commercial and Industrial				Other Consumer				Total
Allowance for loan losses:
Beginning balance		$	2,004			$	10,716			$	2,450			$	11,675			$	132			$	26,977
Charge-offs			—				(135	)			(24	)			(4,014	)			(143	)			(4,316	)
Recoveries			—				11				—				56				20				87
Provision			552				2,290				442				1,505				211				5,000
Ending balance		$	2,556			$	12,882			$	2,868			$	9,222			$	220			$	27,748
Ending balances:
Individually evaluated for impairment		$	200			$	1,353			$	566			$	952			$	—			$	3,071
Collectively evaluated for impairment		$	2,356			$	11,529			$	2,302			$	8,270			$	220			$	24,677
Loans receivable:
Ending balance-total		$	182,577			$	1,075,276			$	108,712			$	710,478			$	17,150			$	2,094,193
Ending balances:
Individually evaluated for impairment		$	803			$	7,222			$	2,922			$	2,932			$	—			$	13,879
Collectively evaluated for impairment		$	181,774			$	1,068,054			$	105,790			$	707,546			$	17,150			$	2,080,314

 

12

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Credit quality indicators on the Company’s loan portfolio, including loans acquired with deteriorated credit quality, as of the dates indicated were as follows (in thousands).

 

		June 30, 2014
		Pass and Pass/Watch				Special Mention				Substandard				Doubtful				Total
Construction		$	276,453			$	3			$	12,926			$	—			$	289,382
Commercial real estate			1,122,316				1,632				54,251				—				1,178,199
Consumer real estate			122,006				64				4,298				—				126,368
Commercial and industrial			953,411				16				8,481				—				961,908
Other consumer			21,044				8				175				—				21,227
Total loans		$	2,495,230			$	1,723			$	80,131			$	—			$	2,577,084

 

		December 31, 2013
		Pass and Pass/Watch				Special Mention				Substandard				Doubtful				Total
Construction		$	197,951			$	4			$	14,475			$	—			$	212,430
Commercial real estate			1,073,339				1,720				53,122				—				1,128,181
Consumer real estate			113,037				185				4,431				—				117,653
Commercial and industrial			873,547				17				9,547				—				883,111
Other consumer			16,251				9				142				—				16,402
Total loans		$	2,274,125			$	1,935			$	81,717			$	—			$	2,357,777

The table above as of June 30, 2014 includes $5.6 million of substandard loans and no special mention loans which are loans acquired with deteriorated credit quality. As of December 31, 2013, included in the above table were $7.4 million of substandard loans and $1.6 million of special mention loans which are loans acquired with deteriorated credit quality.

The above classifications follow regulatory guidelines and can generally be described as follows:

 

•

Pass and pass/watch loans are of satisfactory quality.

 

•

Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities, and possible reduction in the collateral values.

 

•

Substandard loans have an existing specific and well-defined weakness that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

 

•

Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.

 

13

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Age analysis of past due loans, including loans acquired with deteriorated credit quality, as of the dates indicated were as follows (in thousands):

 

		June 30, 2014
		Greater Than 30 and Fewer Than 90 Days Past Due				90 Days and Greater Past Due				Total Past Due				Current Loans				Total Loans
Real estate loans:
Construction		$	601			$	175			$	776			$	288,606			$	289,382
Commercial real estate			225				9,970				10,195				1,168,004				1,178,199
Consumer real estate			1,679				2,235				3,914				122,454				126,368
Total real estate loans			2,505				12,380				14,885				1,579,064				1,593,949
Other loans:
Commercial and industrial			1,476				4,403				5,879				956,029				961,908
Other consumer			274				90				364				20,863				21,227
Total other loans			1,750				4,493				6,243				976,892				983,135
Total loans		$	4,255			$	16,873			$	21,128			$	2,555,956			$	2,577,084

 

		December 31, 2013
		Greater Than 30 and Fewer Than 90 Days				90 Days and Greater Past				Total Past				Current
		Past Due				Due				Due				Loans				Total Loans
Real estate loans:
Construction		$	15			$	75			$	90			$	212,430			$	212,520
Commercial real estate			2,935				7,642				10,577				1,117,514				1,128,091
Consumer real estate			1,260				2,166				3,426				114,227				117,653
Total real estate loans			4,210				9,883				14,093				1,444,171				1,458,264
Other loans:
Commercial and industrial			3,076				1,281				4,357				878,754				883,111
Other consumer			488				207				695				15,707				16,402
Total other loans			3,564				1,488				5,052				894,461				899,513
Total loans		$	7,774			$	11,371			$	19,145			$	2,338,632			$	2,357,777

In the table above there were no tuition loans included with other consumer loans 90 days and greater past due as of June 30, 2014 and $0.2 million of tuition loans included with other consumer loans 90 days and greater past due as of December 31, 2013. These loans are cash secured and the Company has a right of offset against the guarantors’ deposit account when the loans are 120 days past due.

 

14

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The following is a summary of information pertaining to impaired loans, which consist primarily of nonaccrual loans, excluding loans acquired with deteriorated credit quality, as of the periods indicated (in thousands):

 

		June 30, 2014
		Recorded Investment				Contractual Balance				Related Allowance
With no related allowance recorded:
Construction		$	48			$	48			$	—
Commercial real estate			6,836				7,209				—
Consumer real estate			1,981				1,993				—
Commercial and industrial			484				484				—
Other consumer			—				—				—
Total		$	9,349			$	9,734			$	—
With an allowance recorded:
Construction		$	255			$	255			$	33
Commercial real estate			5,973				6,187				1,772
Consumer real estate			586				611				964
Commercial and industrial			3,954				4,006				2,400
Other consumer			3				3				1
Total		$	10,771			$	11,062			$	5,170
Total impaired loans:
Construction		$	303			$	303			$	33
Commercial real estate			12,809				13,396				1,772
Consumer real estate			2,567				2,604				964
Commercial and industrial			4,438				4,490				2,400
Other consumer			3				3				1
Total		$	20,120			$	20,796			$	5,170

 

		December 31, 2013
		Recorded Investment				Contractual Balance				Related Allowance
With no related allowance recorded:
Construction		$	48			$	48			$	—
Commercial real estate			1,864				1,984				—
Consumer real estate			534				534				—
Commercial and industrial			854				874				—
Other consumer			—				—				—
Total		$	3,300			$	3,440			$	—
With an allowance recorded:
Construction		$	751			$	751			$	176
Commercial real estate			3,339				3,367				548
Consumer real estate			644				644				765
Commercial and industrial			13,279				13,280				5,453
Other consumer			—				—				—
Total		$	18,013			$	18,042			$	6,942
Total impaired loans:
Construction		$	799			$	799			$	176
Commercial real estate			5,203				5,351				548
Consumer real estate			1,178				1,178				765
Commercial and industrial			14,133				14,154				5,453
Other consumer			—				—				—
Total		$	21,313			$	21,482			$	6,942

 

15

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		For the Three Months Ended
		June 30, 2014								June 30, 2013
		Average Recorded Investment				Interest Income Recognized				Average Recorded Investment				Interest Income Recognized
With no related allowance recorded:
Construction		$	48			$	1			$	48			$	—
Commercial real estate			5,716				35				1,903				47
Consumer real estate			1,981				—				1,566				7
Commercial and industrial			782				5				1,307				8
Other consumer			—				—				—				—
Total		$	8,527			$	41			$	4,824			$	62
With an allowance recorded:
Construction		$	311			$	3			$	753			$	11
Commercial real estate			6,408				—				4,390				211
Consumer real estate			652				3				1,075				1
Commercial and industrial			3,536				—				5,230				—
Other consumer			3				—				—
Total		$	10,910			$	6			$	11,448			$	223
Total impaired loans:
Construction		$	359			$	4			$	801			$	11
Commercial real estate			12,124				35				6,293				258
Consumer real estate			2,633				3				2,641				8
Commercial and industrial			4,318				5				6,537				8
Other consumer			3				—				—				—
Total		$	19,437			$	47			$	16,272			$	285

 

		For the Six Months Ended
		June 30, 2014								June 30, 2013
		Average Recorded Investment				Interest Income Recognized				Average Recorded Investment				Interest Income Recognized
With no related allowance recorded:
Construction		$	24			$	1			$	48			$	1
Commercial real estate			5,549				116				1,953				65
Consumer real estate			1,977				—				1,191				7
Commercial and industrial			792				33				1,011				30
Other consumer			—				—				—				—
Total		$	8,342			$	150			$	4,203			$	103
With an allowance recorded:
Construction		$	283			$	11			$	753			$	—
Commercial real estate			5,764				3				4,259				211
Consumer real estate			802				10				859				2
Commercial and industrial			3,430				—				7,522				43
Other consumer			—				—				—				—
Total		$	10,279			$	24			$	13,393			$	256
Total impaired loans:
Construction		$	307			$	12			$	801			$	1
Commercial real estate			11,313				119				6,212				276
Consumer real estate			2,779				10				2,050				9
Commercial and industrial			4,222				33				8,533				73
Other consumer			—				—				—				—
Total		$	18,621			$	174			$	17,596			$	359

 

16

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Also presented in the above table is the average recorded investment of the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is in nonaccrual status, contractual interest is credited to interest income when received under the cash basis method. In the table above, all interest recognized represents cash collected. The average balances are calculated based on the month-end balances of the financing receivables of the period reported.

As of June 30, 2014, there were no loans that were past due 90 days or more that were still accruing interest, and $0.2 million in cash secured tuition loans that were past due 90 days or more still accruing interest as of December 31, 2013.

The following is a summary of information pertaining to nonaccrual loans as of the periods indicated (in thousands):

 

		June 30, 2014				December 31, 2013
Nonaccrual loans:
Construction		$	174			$	75
Commercial real estate			13,205				10,133
Consumer real estate			2,393				2,347
Commercial and industrial			4,343				3,784
Other consumer			103				57
		$	20,218			$	16,396

As of June 30, 2014 and December 31, 2013, the average recorded investment in nonaccrual loans was $18.2 million and $17.9 million, respectively. The amount of interest income that would have been recognized on nonaccrual loans based on contractual terms was $0.5 million and $1.0 million at June 30, 2014 and December 31, 2013, respectively. As of June 30, 2014, the Company was not committed to lend additional funds to any customer whose loan was classified as impaired.

ASC 310-30 Loans

The Company acquired certain loans from the Federal Deposit Insurance Corporation, as receiver for Central Progressive Bank, that are subject to ASC 310-30. ASC 310-30 provides recognition, measurement, and disclosure requirements for acquired loans that have evidence of deterioration of credit quality since origination for which it is probable, at acquisition, that the Company will be unable to collect all contractual amounts owed. The Company’s allowance for loan losses for all acquired loans subject to ASC 310-30 would reflect only those losses incurred after acquisition.

The following is a summary of changes in the accretable yields of acquired loans as of the periods indicated as follows (in thousands):

 

		June 30, 2014				June 30, 2013
Balance, beginning of period		$	170			$	628
Acquisition			—				—
Net transfers from nonaccretable difference to accretable yield			816				45
Accretion			(777	)			(323	)
Balance, end of period		$	209			$	350

 

17

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Information about the Company’s troubled debt restructurings (TDRs) at June 30, 2014 and June 30, 2013 is presented in the following tables (in thousands).

 

		Current				Greater Than 30 Days Past Due				Nonaccrual TDRs				Total Loans
As of June 30, 2014
Real estate loans:
Construction		$	303			$	—			$	—			$	303
Commercial real estate			355				—				102				457
Consumer real estate			616				—				139				755
Total real estate loans			1,274				—				241				1,515
Other loans:
Commercial and industrial			305				—				—				305
Total loans		$	1,579			$	—			$	241			$	1,820
As of June 30, 2013
Real estate loans:
Construction		$	47			$	—			$	—			$	47
Commercial real estate			275				—				101				376
Consumer real estate			636								141				777
Total real estate loans			958				—				242				1,200
Other loans:
Commercial and industrial			361				—				—				361
Total loans		$	1,319			$	—			$	242			$	1,561

The Company had $1.9 million in TDRs as of December 31, 2013, of which $0.2 million were nonaccrual TDRs. There were no TDRs modified during the three and six months ended June 30, 2014 and June 30, 2013.

 

18

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A summary of information pertaining to modified terms of loans, as of the dates indicated, is as follows:

 

		As of June 30, 2014
		Number of Contracts				Pre- Modification Outstanding Recorded Investment				Post- Modification Outstanding Recorded Investment
Troubled debt restructuring:
Construction			2			$	303			$	303
Commercial real estate			3				457				457
Consumer real estate			3				755				755
Commercial and industrial			1				305				305
			9			$	1,820			$	1,820

 

		As of June 30, 2013
		Number of Contracts				Pre- Modification Outstanding Recorded Investment				Post- Modification Outstanding Recorded Investment
Troubled debt restructuring:
Construction			1			$	47			$	47
Commercial real estate			3				376				376
Consumer real estate			3				777				777
Commercial and industrial			1				361				361
			8			$	1,561			$	1,561

None of the performing TDRs defaulted subsequent to the restructuring through the date the financial statements were available to be issued.

As of June 30, 2014 and December 31, 2013, the Company was not committed to lend additional funds to any customer whose loan was classified as impaired or as a TDR.

5. Investments in Tax Credit Entities

NMTC

Investment in Bank Owned CDE

During June 2014, the Company was notified that FNBC CDE had not been awarded an allocation of Federal New Markets Tax Credits (NMTC). FNBC CDE has received allocations of Federal NMTC, totaling $118.0 million over a three year period beginning in 2011. These allocations generated $46.0 million in tax credits. The Federal NMTC program is administered by the Community Development Financial Institutions Fund of the U.S. Treasury and is aimed at stimulating economic and community development and job creation in low-income communities. The program provides federal tax credits to investors who make qualified equity investments (QEIs) in a CDE. The CDE is required to invest the proceeds of each QEI in projects located in or benefitting low-income communities, which are generally defined as those census tracts with poverty rates greater than 20% and/or median family incomes that are less than or equal to 80% of the area median family income.

The credit provided to the investor totals 39% of each QEI in a CDE and is claimed over a seven-year credit allowance period. In each of the first three years, the investor receives a credit equal to 5% of the total amount invested in the project. For each of the remaining four years, the investor receives a credit equal to 6% of the total amount invested in the project. The Company is eligible to receive up to $46.0 million in tax credits over the seven-year credit allowance period, beginning with the period in which the QEI was made, for its QEI of $118.0 million. Through June 30, 2014, FNBC CDE has invested in allocations of $118.0 million, of which $42.6 million of the awards was invested by the Company and $75.4 million was invested by other investors and leverage lenders, which include the Company. These investments generate a total Federal NMTC of approximately $46.0 million, of which $10.4 million has been recognized by the Company through December 31, 2013, $6.1 million in tax benefits is expected to be recognized during 2014, and $29.5 million remains available to be earned over five years beginning in 2015, subject to continuing compliance with applicable regulations. The Federal NMTCs claimed by the Company, with respect to each QEI, remain subject to recapture over each QEI’s credit allowance period upon the occurrence of any of the following:

 

•

FNBC CDE does not invest substantially all (generally defined as 85%) of the QEI proceeds in qualified low income community investments;

 

19

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•

FNBC CDE ceases to be a CDE; or

 

•

FNBC CDE redeems its QEI investment prior to the end of the current credit allowance period.

The Company also made loans unrelated to the generation and use of tax credits related to these real estate projects totaling $47.5 million and $36.5 million at June 30, 2014 and December 31, 2013, respectively. These loans are subject to the Company’s normal underwriting criteria and all loans were performing according to their contractual term at June 30, 2014.

At June 30, 2014 and December 31, 2013, none of the above recapture events had occurred, nor, in the opinion of management, are such events anticipated to occur in the foreseeable future. As of June 30, 2014, FNBC CDE had total assets of $122.1 million, consisting of cash of $7.6 million, loans of $108.3 million and other assets of $6.2 million, with liabilities of $0.3 million and capital of $121.8 million.

Investments in Non-Bank Owned CDEs

The Company is also a limited partner in several tax-advantaged limited partnerships and a shareholder in several C corporations whose purpose is to invest in approved Federal NMTC and state projects that are CDEs and that are not associated with FNBC CDE. At June 30, 2014, the Company had $44.6 million invested in state and federal partnerships and C corporations. These investments generated $60.5 million in Federal NMTC, of which $27.2 million had been recognized by the Company through December 31, 2013, $9.2 million is expected to be recognized during 2014, and $24.1 million is expected to be recognized in periods after 2014. Based on the structure of these transactions, the Company expects to recover its investment totaling $44.6 million solely through use of the tax credits that were generated by the investments. As such, the investment in these entities will be amortized on a straight-line basis over the period over which the Company holds its investment (approximately seven years). The Company also made loans unrelated to the generation and use of tax credits related to these real estate projects totaling $41.9 million and $45.3 million at June 30, 2014 and December 31, 2013, respectively. These loans are subject to the Company’s normal underwriting criteria and all loans were performing according to their contractual term at June 30, 2014.

Low-Income Housing Tax Credits

The Company is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in approved Low-Income Housing tax credit projects. At June 30, 2014 and December 31, 2013, the Company had $37.6 million and $40.0 million, respectively, invested in these partnerships, which are expected to generate Low-Income Housing tax credits of approximately $55.3 million. Of that amount, $9.5 million had been recognized through December 31, 2013, $3.5 million is expected to be recognized during 2014, and $42.3 million is expected to be recognized in periods after 2014. Based on the structure of these transactions, the Company expects to recover its remaining investments of $37.6 million at June 30, 2014 solely through use of the tax credits that were generated by the investments. As such, the investment in these partnerships will be amortized on a straight-line basis over the period for which the Company maintains its 99.99% interest in the property (approximately 15 years). The Company also made loans unrelated to the generation and use of tax credits related to these real estate projects totaling $41.9 million and $42.0 million at June 30, 2014 and December 31, 2013, respectively. These loans are subject to the Company’s normal underwriting criteria and all loans were performing according to their contractual terms at June 30, 2014.

Federal Historic Rehabilitation Tax Credits

The Company is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in approved Federal Historic Rehabilitation tax credit projects. At June 30, 2014 and December 31, 2013, the Company had $24.1 million and $16.5 million, respectively, invested in these partnerships. These investments are expected to generate Federal Historic Rehabilitation tax credits of $27.0 million. Of that amount, $17.8 million had been recognized through December 31, 2013 and $9.2 million is expected to be recognized during 2014. Based on the structure of these transactions, the Company expects to recover its investments totaling $24.1 million at June 30, 2014 solely through use of the tax credits that were generated by the investments. As such, these amounts will be amortized on a straight-line basis over the period during which the Company retains its 99.9% interest in the property (approximately 10 years). The Company also made loans unrelated to the generation and use of tax credits related to these real estate projects totaling $3.3 million at June 30, 2014. These loans are subject to the Company’s normal underwriting criteria and all loans were performing according to their contractual terms at June 30, 2014.

6. Derivative - Interest Rate Swap Agreements

Interest Rate Swaps. During 2012, the Company entered into a delayed interest rate swap with Counterparty A to manage exposure to future interest rate risk through modification of the Company’s net interest sensitivity to levels deemed to be appropriate. The Company entered this interest rate swap agreement to convert a portion of its forecasted variable-rate debt to a fixed rate, which is a cash flow hedge of a forecasted transaction. The total notional amount of the derivative contract is $115.0 million.

 

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During 2013, the Company entered into a delayed interest rate swap with Counterparty B to manage exposure against the variability in the expected future cash flows attributed to changes in the benchmark interest rate on a portion of its variable-rate debt. The Company entered this interest rate swap agreement to convert a portion of its variable-rate debt to a fixed rate, which is a cash flow hedge of a forecasted transaction. The total notional amount of the derivative contract is $150.0 million.

For the six months ended June 30, 2014, the Company has not reclassified into earnings any gain or loss as a result of the discontinuance of cash flow hedges because it was probable the original forecasted transaction would not occur by the end of the originally specified term.

At June 30, 2014, no amount of the derivatives will mature within the next 12 months. The Company does not expect to reclassify any amount from accumulated other comprehensive income into interest income over the next 12 months for derivatives that will be settled.

For the six months ended June 30, 2014, a loss of $3.3 million (net of income taxes) has been recognized in other comprehensive income on the delayed interest rate swap with Counterparty A. For the six months ended June 30, 2013, a gain of $4.4 million (net of income taxes) has been recognized in other comprehensive income. The fair value of the derivative liability of $3.9 million as of June 30, 2014 has been recognized in other liabilities in the accompanying consolidated balance sheets. The fair value of the derivative asset was $1.2 million as of December 31, 2013 and has been recognized in other assets in the accompanying consolidated balance sheets. No amounts of gains or losses have been reclassified from accumulated comprehensive income nor have any amounts of gains or losses been recognized due to ineffectiveness of a portion of the derivative.

Pursuant to the interest rate swap agreement with Counterparty A, the Company pledged collateral to the counterparty in the form of investment securities totaling $12.5 million (with a fair value at June 30, 2014 of $12.1 million), which has been presented gross in the Company’s balance sheet.

Interest Rate-Prime Swaps. During 2013, the Company entered into four interest rate swaps with Counterparty B to manage exposure against the variability in the expected future cash flows on the designated Prime, Prime plus 1%, Prime plus 1% floored at 5% and Prime plus 1% floored at 5.5% pools of its floating rate loan portfolio (the Prime Hedges). The Company entered into the interest rate swap agreements to hedge the cash flows from these pools of its floating rate loan portfolio, which is expected to offset the variability in the expected future cash flows attributable to the fluctuations in the daily weighted average Wall Street Journal Prime index, which is a cash flow hedge of a forecasted transaction. The total notional amount of the prime hedges is $250.0 million.

For the six months ended June 30, 2014 and the year ended December 31, 2013, the Company has not reclassified into earnings any gain or loss as a result of the discontinuance of cash flow hedges because it was probable the original forecasted transaction would not occur by the end of the originally specified term.

At June 30, 2014, no amount of the derivative will mature within the next 12 months. The Company does not expect to reclassify any amount from accumulated other comprehensive income into interest income over the next 12 months for derivatives that will be settled.

The Company entered into a master netting arrangement with Counterparty B whereby the delayed interest rate swap and Prime Hedges would be settled net.

For the six months ended June 30, 2014, a loss of $2.5 million (net of income taxes) has been recognized on the Prime Hedges and delayed interest rate swap with Counterparty B in other comprehensive income. For the six months ended June 30, 2013, no amounts related to the Prime Hedges and delayed interest swap were recognized in other comprehensive income. The gross fair value of the derivative liability of $10.2 million for the delayed interest rate swap and the gross fair value of the derivative asset of $2.1 million for the Prime Hedges have been recognized as a net $8.1 million derivative liability in other liabilities in the accompanying consolidated balance sheets as of June 30, 2014. The gross fair values of the derivative liabilities were $2.0 million for the delayed interest rate swap and $2.3 million for the Prime Hedges as of December 31, 2013 and have been recognized in other liabilities in the accompanying consolidated balance sheets. No amounts of gains or losses have been reclassified from accumulated comprehensive income nor have any amounts of gains or losses been recognized due to ineffectiveness of a portion of the derivative as of June 30, 2014 and December 31, 2013, respectively.

Pursuant to the interest rate swap agreements described above with Counterparty B, the Company pledged collateral in the form of investment securities totaling $82.5 million (with a fair value at June 30, 2014 of $79.6 million), which has been presented gross in the Company’s balance sheet. There was no collateral posted from the counterparty to the Company as of June 30, 2014.

 

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7. Income Taxes

The income tax benefit on the statement of income for the six months ended June 30, 2014 and 2013 was as follows (in thousands):

 

		June 30, 2014				June 30, 2013
Current tax benefit		$	—			$	—
Deferred tax benefit			(9,742	)			(8,211	)
Total tax benefit		$	(9,742	)		$	(8,211	)

The amount of taxes in the accompanying consolidated statements of income is different from the expected amount using statutory federal income tax rates primarily due to the effect of various tax credits. As discussed in Note 5, the Company earns Federal NMTC, Federal Historic Rehabilitation, and Low-Income Housing tax credits, which reduce the Company’s federal income tax liability or create a carryforward as applicable. The Company is also required to reduce its tax basis of the investment in certain of the projects that generated the Federal NMTC or Federal Historic Rehabilitation tax credits by the amount of the credit generated in that year. In the opinion of management, no valuation allowance was required for the net deferred tax assets at June 30, 2014 as the amounts will more likely than not be realized as reductions of future taxable income or by utilizing available tax planning strategies.

8. Commitments and Contingencies

Off-Balance-Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These transactions include commitments to extend credit in the ordinary course of business to approved customers. Generally, loan commitments have been granted on a temporary basis for working capital or commercial real estate financing requirements or may be reflective of loans in various stages of funding. These commitments are recorded on the Company’s financial statements as they are funded. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Loan commitments include unused commitments for open-end lines secured by one to four family residential properties and commercial properties, commitments to fund loans secured by commercial real estate, construction loans, business lines of credit, and other unused commitments. Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, the Company would be entitled to seek recovery from the customer. The Company minimizes its exposure to loss under loan commitments and standby letters of credit by subjecting them to credit approval and monitoring procedures. The effect on the Company’s revenues, expenses, cash flows, and liquidity of the unused portions of these commitments cannot be reasonably predicted because there is no guarantee that the lines of credit will be used.

The following is a summary of the total notional amount of loan commitments and standby letters of credit outstanding at June 30, 2014 and December 31, 2013 (in thousands):

 

		June 30, 2014				December 31, 2013
Standby letters of credit		$	111,576			$	106,467
Unused loan commitments			394,460				268,760
		$	506,036			$	375,227

 

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9. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income and changes in those components are presented in the following table (in thousands).

 

		Cash Flow Hedge				Transfers of Available for sale securities to Held to Maturity				Available for sale securities				Total
Balance at January 1, 2014		$	(2,054	)		$	(3,710	)		$	(10,751	)		$	(16,515	)
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)			(8,767	)			—				9,724				957
Reclassification of net gains realized and included in earnings			—								(56	)			(56	)
Amortization of unrealized net gain (loss) on securities			—				269				—				269
Income tax expense (benefit)			(3,069	)			94				3,385				410
Balance at June 30, 2014		$	(7,752	)		$	(3,535	)		$	(4,468	)		$	(15,755	)
Balance at January 1, 2013		$	(4,455	)		$	—			$	1,529			$	(2,926	)
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)			6,798				—				(16,924	)			(10,126	)
Reclassification of net gains realized and included in earnings			—				—				(305	)			(305	)
Income tax expense (benefit)			2,379				—				(6,030	)			(3,651	)
Balance at June 30, 2013		$	(36	)		$	—			$	(9,670	)		$	(9,706	)

10. Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs 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 quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

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. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.

Securities are classified within Level 1 when quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using pricing models or quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Examples include certain available for sale securities. The Company’s investment portfolio did not include Level 3 securities as of June 30, 2014 and December 31, 2013.

 

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The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy, based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

 

						June 30, 2014
						Fair Value Measurement Using
		Total				Quoted Prices in Active Markets for Identical Assets ( Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Available for sale securities:
U.S. government agency securities		$	148,214			$	—			$	148,214			$	—
U.S. Treasury securities			12,474				—				12,474				—
Municipal securities			18,791				—				18,791				—
Mortgage-backed securities			64,960				—				64,960				—
Corporate bonds			36,552				—				36,552				—
		$	280,991			$	—			$	280,991			$	—
Liabilities
Derivative instruments		$	11,926			$	—			$	11,926			$	—

 

						December 31, 2013
						Fair Value Measurement Using
		Total				Quoted Prices in Active Markets for Identical Assets ( Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Available for sale securities:
U.S. government agency securities		$	151,323			$	—			$	151,323			$	—
U.S. Treasury securities			12,149				—				12,149				—
Municipal securities			23,167				—				23,167				—
Mortgage-backed securities			55,544				—				55,544				—
Corporate bonds			35,536				—				35,536				—
		$	277,719			$	—			$	277,719			$	—
Derivative instruments			1,157				—				1,157				—
Total		$	278,876			$	—			$	278,876			$	—
Liabilities
Derivative instruments		$	4,317			$	—			$	4,317			$	—

 

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The Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands).

 

						June 30, 2014
						Fair Value Measurement Using
		Total				Quoted Prices in Active Markets for Identical Assets ( Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Loans		$	10,772			$	—			$	—			$	10,772
OREO			3,700				—				—				3,700
		$	14,472			$	—			$	—			$	14,472

 

						December 31, 2013
						Fair Value Measurement Using
		Total				Quoted Prices in Active Markets for Identical Assets ( Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Loans		$	9,782			$	—			$	—			$	9,782
OREO			2,390				—				—				2,390
		$	12,172			$	—			$	—			$	12,172

In accordance with ASC Topic 310, the Company records loans and other real estate considered impaired at the lower of cost or fair value. Impaired loans, recorded at fair value, are Level 3 assets measured using appraisals from external parties of the collateral, less any prior liens primarily using the market or income approach.

The Company did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis during the six months ended June 30, 2014 or the year ended December 31, 2013.

ASC 820 requires the disclosure of the fair value for each class of financial instruments for which it is practicable to estimate. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 820 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value.

Cash and Due from banks and Short-Term Investments

The carrying amounts of these short-term instruments approximate their fair values and would be classified within Level 1 of the hierarchy.

Investment in Short-Term Receivables

The carrying amounts of these short-term receivables approximate their fair value and would be classified within Level 1 of the hierarchy.

 

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Investment Securities

Securities are classified within Level 1 where quoted market prices are available in the active market. If quoted market prices are unavailable, fair value is estimated using pricing models or quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Inputs include securities that have quoted prices in active markets for identical assets.

Loans

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed-rate commercial real estate, commercial loans, and consumer loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms and borrowers of similar credit quality. Fair value of mortgage loans held for sale is based on commitments on hand from investors or prevailing market rates. The fair value associated with the loans includes estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows, which would be classified as Level 3 of the hierarchy.

Bank-Owned Life Insurance

The carrying amounts of the bank-owned life insurance policies are recorded at cash surrender value, which approximate their fair values and would be classified within Level 1 of the hierarchy.

Deposits

The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. The fair value of the Company’s deposits would, therefore, be categorized within Level 3 of the fair value hierarchy.

Short-Term Borrowings and Repurchase Agreements

The carrying amounts of these short-term instruments approximate their fair values and would be classified within Level 2 of the hierarchy.

Long-Term Borrowings

The fair values of long-term borrowings are estimated using discounted cash flows analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The fair value of the Company’s long-term debt would, therefore, be categorized within Level 3 of the fair value hierarchy.

Derivative Instruments

Fair values for interest rate swap agreements are based upon the amounts required to settle the contracts. The derivative instruments are classified within Level 2 of the fair value hierarchy.

 

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The estimated fair values of the Company’s financial instruments were as follows as of the dates indicated (in thousands):

 

		Fair Value Measurements at June 30, 2014
		Carrying Amount				Total				Level 1				Level 2				Level 3
Financial Assets:
Cash and due from banks		$	38,660			$	38,660			$	38,660			$	—			$	—
Short-term investments			24,790				24,790				24,790				—				—
Investment in short-term receivables			252,460				252,460				252,460				—				—
Investment securities available for sale			280,991				280,991				—				280,991				—
Investment securities held to maturity			91,075				91,446				—				91,446				—
Loans and loans held for sale			2,582,348				2,782,833				—				—				2,782,833
Cash surrender value of bank-owned life insurance			46,583				46,583				46,583				—				—
Financial Liabilities:
Deposits, noninterest-bearing			340,716				340,716				—				340,716				—
Deposits, interest-bearing			2,616,803				2,600,965				—				—				2,600,965
Short-term borrowings and repurchase agreements			106,393				106,393				—				106,393				—
Long-term borrowings			55,110				57,628				—				—				57,628
Derivative instruments			11,926				11,926				—				11,926				—

 

		Fair Value Measurements at December 31, 2013
		Carrying Amount				Total				Level 1				Level 2				Level 3
Financial Assets:
Cash and due from banks		$	28,140			$	28,140			$	28,140			$	—			$	—
Short-term investments			3,502				3,502				3,502				—				—
Investment in short-term receivables			246,817				246,817				246,817				—				—
Investment securities available for sale			277,719				277,719				—				277,719				—
Investment securities held to maturity			94,904				90,966				—				90,966				—
Loans and loans held for sale			2,364,354				2,344,475				—				—				2,344,475
Cash surrender value of bank-owned life insurance			26,187				26,187				26,187				—				—
Derivative instruments			1,157				1,157				—				1,157				—
Financial Liabilities:
Deposits, noninterest-bearing			291,080				291,080				—				291,080				—
Deposits, interest-bearing			2,439,727				2,380,985				—				—				2,380,985
Short-term borrowings and repurchase agreements			84,382				84,382				—				84,382				—
Long-term borrowings			55,110				55,616				—				—				55,616
Derivative instruments			4,317				4,317				—				4,317				—

 

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of First NBC Bank Holding Company and its wholly owned subsidiary, First NBC Bank, as of June 30, 2014 and December 31, 2013 and for the three and six month periods ended June 30, 2014 and June 30, 2013. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements, the accompanying footnotes and supplemental data included herein.

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, or by future or conditional terms such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly”. The Company’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties.

Forward-looking statements are not historical facts and may be affected by numerous factors, many of which are uncertain and beyond the Company’s control. Factors that may cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the Securities and Exchange Commission (“SEC”). The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

EXECUTIVE OVERVIEW

The Company is a bank holding company, which operates through one segment, community banking, and offers a broad range of financial services to businesses, institutions, and individuals in southeastern Louisiana and the Mississippi Gulf Coast. The Company generates most of its revenue from interest on loans and investments, service charges, income from sales of state tax credits and CDE fees earned. The Company’s primary source of funding for its loans is deposits. The largest expenses are interest on these deposits and salaries and related employee benefits. The Company measures its performance through its net interest margin, return on average assets and return on average common equity, while maintaining appropriate regulatory leverage and risk-based capital ratios.

For the six months ended June 30, 2014, the Company’s income available to common shareholders totaled $24.8 million, an increase of $9.1 million, or 58.2%, compared to the six months ended June 30, 2013. Diluted earnings per share for the six months ended June 30, 2014 were $1.31, an increase of $0.25, or 23.6%, compared to the six months ended June 30, 2013. During the second quarter of 2014, the Company’s income available to common shareholders totaled $12.4 million, an increase of $4.3 million, or 53.5%, compared to the second quarter of 2013. Diluted earnings per share for the second quarter of 2014 were $0.65, an increase of $0.16, or 31.6%, compared to the second quarter of 2013.

Key components of the Company’s performance during the first six months and second quarter of 2014 are summarized below.

 

•

Total assets at June 30, 2014 were $3.6 billion, an increase of $281.8 million, or 8.6%, from December 31, 2013. Total assets increased $541.0 million, or 17.9%, from June 30, 2013.

 

•

Total loans at June 30, 2014 were $2.6 billion, an increase of $219.3 million, or 9.3%, from December 31, 2013. The increase in loans was primarily due to increases of $76.9 million, or 36.2%, in construction loans and $78.8 million, or 8.9%, in commercial loans from December 31, 2013. The loan portfolio increased $482.9 million, or 23.1%, from June 30, 2013.

 

•

Total deposits increased $226.7 million, or 8.3%, from December 31, 2013. The increase was due primarily to increases in money market deposits of $207.4 million, or 31.7% and noninterest-bearing demand deposits of $49.6 million, or 17.1.%, from December 31, 2013. Total deposits increased $443.9 million, or 17.7%, compared to June 30, 2013.

 

•

Shareholders’ equity increased $27.3 million, or 7.2%, to $409.2 million from December 31, 2013. The increase was primarily attributable to the Company’s retained earnings over the period.

 

•

Interest income increased $8.2 million, or 28.1%, in the second quarter of 2014 compared to the second quarter of 2013. For the six months ended June 30, 2014, interest income increased $14.7 million, or 25.6%, compared to the six months ended June 30, 2013. The increases were driven primarily by higher yields on average interest-earning assets, specifically investment securities and loans.

 

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•

Interest expense increased $0.9 million, or 8.8%, in the second quarter of 2014 compared to the second quarter of 2013. For the six months ended June 30, 2014, interest expense increased $2.3 million, or 12.2%, compared to the six months ended June 30, 2013. The increases were primarily due to higher average balances of interest-bearing deposits and the Company’s tiered pricing on all of its deposit products, which the Company began implementing in the third and fourth quarters of 2013, as well as the tiered pricing of its certificates of deposit products which impacts interest expense as they reprice at maturity. The Company’s cost of funds decreased 7 basis points compared to the second quarter of 2013.

 

•

The provision for loan losses increased $0.6 million, or 25.0%, for the second quarter of 2014 compared to the second quarter of 2013. For the six months ended June 30, 2014, the provision totaled $6.0 million, an increase of $1.0 million, or 20.0%, compared to the six months ended June 30, 2013. As of June 30, 2014, the Company’s ratio of allowance for loan losses to total loans was 1.45%, compared to 1.36% at December 31, 2013 and 1.32% at June 30, 2013.

 

•

Net charge-offs for the second quarter of 2014 were $0.1 million compared to $0.7 million for the first quarter of 2014. Net charge-offs for the second quarter of 2013 were $0.1 million. Net charge-offs for the six months ended June 30, 2014 were $0.8 million compared to $4.3 million for the same period of 2013.

 

•

Noninterest income for the second quarter of 2014 increased $0.2 million, or 7.1%, compared to the second quarter of 2013 due primarily to increases in all components of noninterest income other than CDE fees, which experienced a decrease of $0.8 million. For the six months ended June 30, 2014, noninterest income increased $0.7 million, or 13.0%, compared to the six months ended June 30, 2013 primarily due to increases in income from sales of state tax credits ($1.0 million) and other income ($0.5 million) which were offset by decreases in CDE fees earned ($0.5 million) and investment securities gains ($0.3 million).

 

•

Noninterest expense for the second quarter of 2014 increased $3.4 million, or 22.3%, compared to the second quarter of 2013. The increase in noninterest expense in the second quarter of 2014 compared to the second quarter of 2013 resulted primarily from increases in salaries and employee benefits of $0.9 million, taxes, licenses and FDIC assessments of $0.5 million, and tax credit amortization of $1.3 million. For the six months ended June 30, 2014, noninterest expense increased $5.1 million, or 16.5%, compared to the six months ended June 30, 2013. The increase resulted primarily from increases in tax credit amortization of $2.3 million, salaries and employee benefits of $0.7 million, taxes, licenses and FDIC assessments of $0.7 million and professional fees of $0.4 million.

NON-GAAP FINANCIAL MEASURES

This discussion and analysis contains financial information determined by methods other than in accordance with generally accepted accounting principles, or GAAP. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance.

As a material part of its business plan, the Company invests in entities that generate federal income tax credits, and management believes that understanding the impact of the Company’s investment in tax credit entities is critical to understanding its financial performance on a standalone basis and in relation to its peers. Like its investments in loans and investment securities, the Company’s investment in tax credit entities generates a return for the Company. However, unlike the income generated by its loans and investment securities, service charges or other noninterest income, which under GAAP are taken into account in the determination of income before income taxes, the return generated by the Company’s investment in tax credit entities is reflected only as a reduction of income tax expense.

Under current GAAP accounting, the returns generated from the Company’s investment in tax credit entities are a component of the Company’s income tax provision whereas all of the expenses, primarily tax credit amortization, are recorded in noninterest expense. Because of the level of the Company’s investment in tax credit entities, management believes that the effect of adjusting the relevant GAAP measures to account for returns generated by the Company’s investment in tax credit entities is meaningful to a more complete understanding of the Company’s financial performance.

Accordingly, in measuring the Company’s financial performance, in addition to financial measures that are prepared in accordance with GAAP, management utilizes a non-GAAP performance measure that adjusts noninterest income to reflect the effect of the federal income taxes generated from the Company’s investment in tax credit entities, offset by the direct costs associated with the tax credit investments, to derive at an adjusted income before income taxes non-GAAP measure. The non-GAAP measure of adjusted income before income taxes is reconciled to the corresponding measure determined in accordance with GAAP on “Table 1-Reconciliations of Non-GAAP Financial Measures.” Management believes that this non-GAAP financial measure should facilitate an investor’s understanding and analysis of the Company’s underlying financial performance and trends, in addition to the corresponding financial information prepared and reported in accordance with GAAP.

Tangible book value per common share and the ratio of tangible common equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures. The Company’s management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase

 

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accounting method of accounting for mergers and acquisitions. Tangible common equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders’ equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which the Company calculates tangible common equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP. The following table reconciles, as of the dates set forth below, income before income taxes (on a GAAP basis) to income before income taxes adjusted for investments in federal tax credit programs, shareholders’ equity (on a GAAP basis) to tangible common equity and total assets (on a GAAP basis) to tangible assets and calculates tangible book value per share.

TABLE 1-RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

 

		For the Six Months Ended
(in thousands, except per share data)		June 30, 2014				June 30, 2013
Income before income taxes:
Income before income taxes (GAAP)		$	15,785			$	8,680
Income adjustment before income taxes related to the impact of tax credit related activities (Non-GAAP)
Tax equivalent income associated with investment in federal tax credit programs(1)			23,014				16,705
Income before income taxes (Non-GAAP)			38,799				25,385
Income tax expense-adjusted (Non-GAAP)(2)			(13,272	)			(8,494	)
Net income (GAAP)		$	25,527			$	16,891
		As of
		June 30, 2014				December 31, 2013
Tangible equity and asset calculations:
Total equity (GAAP)		$	409,174			$	381,859
Adjustments
Preferred equity			42,406				42,406
Goodwill			4,808				4,808
Other intangibles			3,324				3,625
Tangible common equity		$	358,636			$	331,020
Total assets (GAAP)		$	3,568,408			$	3,286,617
Adjustments
Goodwill			4,808				4,808
Other intangibles			3,324				3,625
Tangible assets		$	3,560,276			$	3,278,184
Total common shares			18,554,499				18,514,271
Book value per common share		$	19.77			$	18.33
Effect of adjustment			0.44				0.45
Tangible book value per common share		$	19.33			$	17.88
Total shareholder’s equity to assets			11.47	%			11.62	%
Effect of adjustment			1.40	%			1.52	%
Tangible common equity to tangible assets			10.07	%			10.10	%

 

(1)	Tax equivalent income associated with investment in federal tax credit programs represents the gross amount of tax benefit from federal tax credits.

(2)	Income tax expense is calculated on the adjusted non-GAAP effective tax rate for the Company of 34% and 33%, respectively for the six months ended June 30, 2014 and June 30, 2013.

 

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FINANCIAL CONDITION

Assets increased $281.8 million, or 8.6%, to $3.6 billion as of June 30, 2014, compared to $3.3 billion as of December 31, 2013 as the Company continued to experience strong growth in the New Orleans market area. Net loans increased $214.0 million, or 9.2%, to $2.5 billion as of June 30, 2014, compared to $2.3 billion as of December 31, 2013. The Company’s investment securities portfolio totaled $372.1 million compared to $372.6 million as of December 31, 2013, a decrease of 0.1%. Deposits increased $226.7 million, or 8.3%, to $3.0 billion as of June 30, 2014, compared to $2.7 billion as of December 31, 2013. Total shareholders’ equity increased $27.3 million, or 7.2%, to $409.2 million as of June 30, 2014, compared to $381.9 million as of December 31, 2013.

Loan Portfolio

The Company’s primary source of income is interest on loans to small-and medium-sized businesses, real estate owners in its market area and its private banking clients. The loan portfolio consists primarily of commercial loans and real estate loans secured by commercial real estate properties located in the Company’s primary market area. The Company’s loan portfolio represents the highest yielding component of its earning asset base.

The following table sets forth the amount of loans, by category, as of the respective periods.

TABLE 2-TOTAL LOANS BY LOAN TYPE

 

		June 30, 2014								December 31, 2013
(dollars in thousands)		Amount				Percent				Amount				Percent
Construction		$	289,382				11.2	%		$	212,430				9.0	%
Commercial real estate			1,178,199				45.7				1,128,181				47.8
Consumer real estate			126,368				4.9				117,653				5.0
Commercial			961,908				37.4				883,111				37.5
Consumer			21,227				0.8				16,402				0.7
Total loans		$	2,577,084				100	%		$	2,357,777				100	%

The Company’s primary focus has been on commercial real estate and commercial lending, which represented approximately 83% and 85% of the loan portfolio as of June 30, 2014 and December 31, 2013, respectively. Although management expects continued growth with respect to the loan portfolio, it does not expect any significant changes over the foreseeable future in the composition of the loan portfolio or in the emphasis on commercial real estate and commercial lending.

A significant portion, $354.5 million, or 30.1%, as of June 30, 2014, compared to $364.9 million, or 32.3%, as of December 31, 2013, of the commercial real estate exposure represented loans to commercial businesses secured by owner occupied real estate which, in effect, are commercial loans with the borrowers’ real estate providing a secondary source of repayment. Commercial loans, which represent the second largest category of loans in the portfolio, increased $78.8 million, or 8.9%, compared to December 31, 2013. The Company attributes its commercial loan growth to the growth in the oil and gas industry, specifically the oil and gas service companies, which has resulted in strong commercial loan demand. The Company expects these positive loan growth trends to continue through the remainder of 2014, as evidenced by the increase in its loan pipeline quarter over quarter.

Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed assets. Nonperforming loans consist of loans that are on nonaccrual status and restructured loans, which are loans on which the Company has granted a concession on the interest rate or original repayment terms due to financial difficulties of the borrower. Other real estate owned consists of real property acquired through foreclosure. The Company initially records other real estate owned at the lower of carrying value or fair value, less estimated costs to sell the assets. Estimated losses that result from the ongoing periodic valuations of these assets are charged to earnings as noninterest expense in the period in which they are identified. Once the Company owns the property, it is maintained, marketed, rented and sold to repay the original loan. Historically, foreclosure trends have been low due to the seasoning of the portfolio. The Company accounts for troubled debt restructurings in accordance with ASC 310, “Receivables.”

The Company generally will place loans on nonaccrual status when they become 90 days past due, unless they are well secured and in the process of collection. The Company also places loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When a loan is placed on nonaccrual status, any interest previously accrued, but not collected, is reversed from income.

 

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Any loans that are modified or extended are reviewed for classification as a restructured loan in accordance with regulatory guidelines. The Company completes the process that outlines the modification, the reasons for the proposed modification and documents the current status of the borrower.

The following table sets forth information regarding nonperforming assets as of the dates indicated:

TABLE 3-NONPERFORMING ASSETS

 

(dollars in thousands)		June 30, 2014				December 31, 2013
Nonaccrual loans:
Construction		$	174			$	75
Commercial real estate			13,205				10,133
Consumer real estate			2,393				2,347
Commercial			4,343				3,784
Consumer			103				57
Total nonaccrual loans			20,218				16,396
Restructured loans			1,579				1,628
Total nonperforming loans			21,797				18,024
Other assets owned(1)			163				276
Other real estate owned			5,190				3,733
Total nonperforming assets		$	27,150			$	22,033
Accruing loans past due 90+ days		$	—			$	150
Nonperforming loans to total loans			0.85	%			0.76	%
Nonperforming loans to total assets			0.61	%			0.55	%
Nonperforming assets to total assets			0.76	%			0.67	%
Nonperforming assets to loans, other real estate owned and other assets owned			1.05	%			0.93	%

 

(1)	Represents repossessed property other than real estate.

Approximately $0.5 million and $1.0 million of gross interest income would have been accrued if all loans on nonaccrual status had been current in accordance with their original terms at June 30, 2014 and December 31, 2013.

Total nonperforming assets increased $5.1 million, or 23.2%, as compared to December 31, 2013, and total nonperforming assets as a percentage of loans and other real estate owned increased by 12 basis points over the period. The increase resulted primarily from an increase in nonaccrual loans of $3.8 million, or 23.3%, compared to December 31, 2013.

Potential problem loans are those loans that are not categorized as nonperforming loans, but where current information indicates that the borrower may not be able to comply with present loan repayment terms. These are generally referred to as its watch list loans. The Company monitors past due status as an indicator of credit deterioration and potential problem loans. A loan is considered past due when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. To the extent that loans become past due, management assesses the potential for loss on such loans as it would with other problem loans and considers the effect of any potential loss in determining its provision for probable loan losses. Management also assesses alternatives to maximize collection of any past due loans, including, without limitation, restructuring loan terms, requiring additional loan guarantee(s) or collateral or other planned action. Additional information regarding past due loans as of June 30, 2014 is included in Note 4 to the Company’s financial statements included in this report.

 

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Allowance for Loan Losses

The Company maintains an allowance for loan losses that represents management’s best estimate of the loan losses inherent in the loan portfolio. In determining the allowance for loan losses, management estimates losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.

The allowance for loan losses is increased by provisions charged against earnings and reduced by net loan charge-offs. Loans are charged-off when it is determined that collection has become unlikely. Recoveries are recorded only when cash payments are received.

The allowance for loan losses was $37.4 million, or 1.45% of total loans, as of June 30, 2014, compared to $32.1 million, or 1.36% of total loans, as of December 31, 2013, an increase of 9 basis points over the period. The increase in allowance for loan losses as a percent of total loans was primarily attributable to the increase in provision expense to $6.0 million for the six months ended June 30, 2014.

The following table provides an analysis of the allowance for loan losses and net charge-offs for the respective periods.

TABLE 4-SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES

 

		For the Six Months Ended June 30,
(dollars in thousands)		2014				2013
Beginning balance		$	32,143			$	26,977
Charge-offs:
Construction			4				—
Commercial real estate			396				135
Consumer real estate			43				24
Commercial			254				4,014
Consumer			72				143
Total charge-offs			769				4,316
Recoveries:
Construction			—				—
Commercial real estate			1				11
Consumer real estate			—				—
Commercial			18				56
Consumer			10				20
Total recoveries			29				87
Net charge-offs			740				4,229
Provision for loan loss			6,000				5,000
Balance at end of period		$	37,403			$	27,748
Net charge-offs to average loans			0.03	%			0.21	%
Allowance for loan losses to total loans			1.45	%			1.32	%

Although management believes that the allowance for loan losses has been established in accordance with accounting principles generally accepted in the United States and that the allowance for loan losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions will be subject to ongoing evaluations of the risks in the loan portfolio. If the economy declines or if asset quality deteriorates, material additional provisions could be required.

The allowance for loan losses is allocated to loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. Note 4 of the footnotes to the consolidated financial statements provides further information on the Company’s allowance for loan losses.

 

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Securities

The securities portfolio is used to provide a source of interest income, maintain a source of liquidity and serve as collateral for certain types of deposits and borrowings. The Company manages its investment portfolio according to a written investment policy approved by the Board of Directors. Investment balances in the securities portfolio are subject to change over time based on the Company’s funding needs and interest rate risk management objectives. Liquidity levels take into account anticipated future cash flows and all available sources of credits and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs.

The securities portfolio consists primarily of U.S. government agency obligations, mortgage-backed securities and municipal securities, although the Company also holds corporate bonds. All of the securities have varying contractual maturities. However, these maturities do not necessarily represent the expected life of the securities as the securities may be called or paid down without penalty prior to their stated maturities, and the targeted duration for the investment portfolios is in the three to four year range. No investment in any of these securities exceeds any applicable limitation imposed by law or regulation. The Asset Liability Committee reviews the investment portfolio on an ongoing basis to ensure that the investments conform to the Company’s investment policy. All securities as of June 30, 2014 were classified as Level 2 assets, as their fair value was estimated using pricing models or quoted prices of securities with similar characteristics.

The investment portfolio consists of available for sale and held to maturity securities. The carrying values of the Company’s available for sale securities are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. Any expected credit loss due to the inability to collect all amounts due according to the security’s contractual terms is recognized as a charge against earnings. Any remaining unrealized loss related to other factors would be recognized in other comprehensive income, net of taxes. The Company’s held to maturity securities are securities that the Company both positively intends and has the ability to hold to maturity and are carried at amortized cost.

The Company’s investment securities portfolio totaled $372.1 million at June 30, 2014, a decrease of $0.5 million, or 0.1%, from December 31, 2013. The decrease in its securities portfolio was primarily due to the Company investing some of the proceeds from prepayments, calls and maturities of securities in short-term investments offset by the decrease in unrealized losses in the portfolio due to movements in interest rates. As of June 30, 2014, investment securities having a carrying value of $299.5 million were pledged to secure public deposits, securities sold under agreements to repurchase and borrowings.

 

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The following table presents a summary of the amortized cost and estimated fair value of the investment portfolio.

TABLE 5-CARRYING VALUE OF SECURITIES

 

		June 30, 2014												December 31, 2013
(dollars in thousands)		Amortized Cost				Unrealized Gain/(Loss)				Estimated Fair Value				Amortized Cost				Unrealized Gain/ (Loss)				Estimated Fair Value
Available for sale:
U.S. government agency securities		$	153,896			$	(5,682	)		$	148,214			$	163,964			$	(12,641	)		$	151,323
U.S. Treasury securities			13,021				(547	)			12,474				13,022				(873	)			12,149
Municipal securities			18,785				6				18,791				23,240				(73	)			23,167
Mortgage-backed securities			65,490				(530	)			64,960				57,010				(1,466	)			55,544
Corporate bonds			36,672				(120	)			36,552				37,023				(1,487	)			35,536
Total available for sale		$	287,864			$	(6,873	)		$	280,991			$	294,259			$	(16,540	)		$	277,719
Held to maturity:
Municipal securities		$	41,332			$	1,493			$	42,825			$	44,294			$	(304	)		$	43,990
Mortgage-backed securities			49,743				(1,158	)			48,585				50,610				(3,634	)			46,976
Total held to maturity		$	91,075			$	335			$	91,410			$	94,904			$	(3,938	)		$	90,966

All of the Company’s mortgage-backed securities are agency securities and the Company did not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, sub-prime, Alt-A, or second lien elements in the investment portfolio.

The funds generated as a result of sales and prepayments are used to fund loan growth and purchase other securities. The Company monitors the market conditions to take advantage of market opportunities with the appropriate interest rate risk management objectives.

Note 3 to the consolidated financial statements included in this report provides further information on the Company’s investment securities.

Investments in Short-term Receivables

The Company invests in short-term trade receivables. These receivables are traded on an exchange and are covered by a repurchase agreement of the seller of the receivables, if not paid within a specified period of time. The Company invests in these receivables since they provide a higher short-term return for the Company. The Company had $252.5 million invested in short-term receivables at June 30, 2014, an increase of $5.6 million, or 2.3%, compared to December 31, 2013.

Short-term Investments

Short-term investments result from excess funds that fluctuate daily depending on the funding needs of the Company and are currently invested overnight in interest-bearing deposit accounts at the Federal Reserve Bank of Atlanta, First National Bankers Bank, JP Morgan Chase Bank, and Comerica Bank. The balance in interest-bearing deposits at other institutions increased $21.3 million, to $24.8 million at June 30, 2014, from $3.5 million at December 31, 2013. The primary cause of the increase at June 30, 2014 was the existence of cash from excess deposits, proceeds from calls and maturities of investment securities and investments in short-term receivables that had not been reinvested at June 30, 2014. The Company’s cash activity is further discussed in the “Liquidity and Capital Resources” section below.

Investment in Tax Credit Entities

The Company has received a total of $118.0 million in tax credit allocations. The Company received allocations of $28.0 million in 2011, $40.0 million in 2012, and $50.0 million in 2013. During the second quarter of 2014, the Company was notified by the Community Development Financial Institutions Fund (CDFI) of the U.S. Treasury that it did not receive an allocation of Federal New Markets Tax Credits (NMTC). The lack of an allocation will not

 

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preclude the Company from investing in Federal New Markets Tax Credit projects and utilizing Federal New Markets Tax Credit allocations of other CDEs as was common practice for the Company when it began its tax credit investment program. The Company generates 50% of its total tax credit investment from Federal New Markets Tax Credit projects, which consists of 57% invested in outside CDEs and 43% invested in the Company’s CDE, and the remaining 50% is invested in Federal Historic Rehabilitation Tax Credits and Low-Income Housing Tax Credits. The Company has made and will continue to make material investments in tax credit-motivated projects. The Company generates returns on tax credit-motivated projects through the receipt of federal and, if applicable, state tax credits. The Company maintains a pipeline of tax credit eligible projects which it may invest in to generate federal tax credits. The Company expects to generate Federal Historic Rehabilitation Tax Credits of $20.4 million and $4.0 million in 2015 and 2016, respectively. Table 14-Future Tax Credits provides information on tax credits the Company expects to generate in future years based on investments the Company has made.

The Company’s investment in tax credit entities totaled $111.9 million as of June 30, 2014, a decrease of $5.7 million, or 4.9%, compared to December 31, 2013. The Company’s decreased investment was due primarily to $6.2 million in tax credit amortization, an $8.0 million reduction in its investment in a State NMTC project whereby the Company received partial payment for its investment after it transferred its interest in the project, offset by an increase of $8.3 million in investment in Federal Historic Rehabilitation Tax Credit projects. The Company has seen increasing demand in its markets for investment in tax credit projects. The Company anticipates its investment in tax credit entities to be driven by increases in Federal Historic Rehabilitation tax credit project investments. The Low-Income Housing and Federal New Markets Tax Credits associated with the Company’s investment in tax credit entities are recognized over the compliance periods of the respective projects, which range from seven to 15 years, projects for which an investment was made during 2013 from the Company’s own tax credit allocation substantially increased the Company’s supply of credits recognizable over future periods. Any increases in its Federal New Markets Tax Credits supply will be from investments made in outside CDEs.

Deferred Tax Asset

The Company had a net deferred tax asset of $61.3 million as of June 30, 2014 due to its tax net operating losses, carryforwards related to unused tax credits, and the non-deductibility of the loan loss provision for tax purposes. The Company assesses the recoverability of its deferred tax asset quarterly, and the current and projected level of taxable income provides for the ultimate realization of the carrying value of these deferred tax assets. Net deferred tax assets as of June 30, 2014 increased $10.1 million, or 19.7%, from December 31, 2013, primarily as a result of $10.5 million in estimated tax credits generated during the first six months of 2014 and a net benefit of $0.4 million related to other comprehensive income market value adjustments.

Deposits

Deposits are the Company’s primary source of funds to support earning assets. Total deposits were $3.0 billion at June 30, 2014, compared to $2.7 billion at December 31, 2013, an increase of $226.7 million, or 8.3%, as total interest-bearing deposits were up $177.1 million, or 7.3%. The increase in noninterest-bearing demand deposits of $49.6 million, or 17.1%, was due primarily to the increase in commercial customer deposits which has occurred with the expansion of the Company’s commercial lending. The Company also experienced an increase in its money market deposits of $207.4 million, or 31.7%, from December 31, 2013. This increase was a result of a shift by customers from NOW accounts to money market deposit accounts due to the Company lowering NOW account rates in April 2014, especially in lower balance tiers.

The following table sets forth the composition of the Company’s deposits as of June 30, 2014 and December 31, 2013.

TABLE 6-DEPOSIT COMPOSITION BY PRODUCT

 

																		Increase/(Decrease)
(dollars in thousands)		June 30, 2014								December 31, 2013								Amount				Percent
Noninterest-bearing demand		$	340,716				11.5	%		$	291,080				10.7	%		$	49,636				17.1	%
NOW accounts			499,004				16.9				511,620				18.7				(12,616	)			(2.5	)
Money market deposits			862,583				29.2				655,173				24.0				207,410				31.7
Savings deposits			51,318				1.7				53,779				2.0				(2,461	)			(4.6	)
Certificates of deposit			1,203,898				40.7				1,219,155				44.6				(15,257	)			(1.3	)
Total deposits		$	2,957,519				100.0	%		$	2,730,807				100.0	%		$	226,712				8.3	%

Short-term Borrowings

Although deposits are the primary source of funds for lending, investment activities and general business purposes, as an alternative source of liquidity, the Company may obtain advances from the Federal Home Loan Bank of Dallas, sell investment securities subject to its obligation to repurchase them, purchase Federal funds, and engage in overnight borrowings from the Federal Home Loan Bank or its correspondent banks. The level of short-term borrowings can fluctuate on a daily basis depending on the funding needs and the source of funds to satisfy the needs. The Company had no short-term borrowings outstanding at June 30, 2014 and $8.4 million at December 31, 2013.

 

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The Company also enters into repurchase agreements to facilitate customer transactions that are accounted for as secured borrowings. These transactions typically involve the receipt of deposits from customers that the Company collateralizes with its investment portfolio and have average rates of 1.42%.

The following table details the average and ending balances of repurchase transactions as of and for the six months ended June 30:

TABLE 7-REPURCHASE TRANSACTIONS

 

(dollars in thousands)		2014				2013
Average balance		$	95,785			$	62,511
Ending balance			106,393				72,954

Long-term Borrowings

The Company’s long-term borrowings consist of four-year term debt that was issued in 2010 and 2011 at the bank level in connection with the Company’s asset/liability management as a hedge against rising interest rates. The interest related to the debt issuances is tied to the London Interbank Offered Rate, or LIBOR, and includes an interest rate cap to fix the rate at specified levels as the index rate rises.

Shareholders’ Equity

Shareholders’ equity provides a source of permanent funding, allows for future growth, and provides the Company with a cushion to withstand unforeseen adverse developments. Shareholders’ equity increased $27.3 million, or 7.2%, from $381.9 million as of December 31, 2013 to $409.2 million as of June 30, 2014, primarily as a result of the Company’s retained earnings over the period.

Regulatory Capital

As of June 30, 2014, the Company and First NBC Bank were in compliance with all regulatory requirements and First NBC Bank was classified as “well capitalized” for purposes of the FDIC’s prompt corrective action requirements.

The following table presents the actual capital amounts and regulatory capital ratios for the Company and First NBC Bank as of June 30, 2014.

TABLE 8-REGULATORY CAPITAL RATIOS

 

		“Well Capitalized” Minimums				At June 30, 2014
(dollars in thousands)						Actual				Amount
First NBC Bank Holding Company
Leverage							11.33	%		$	395,413
Tier 1 risk-based							12.50				395,143
Total risk-based							13.69				433,009
First NBC Bank
Leverage			5.00	%			10.59				369,112
Tier 1 risk-based			6.00				11.68				369,112
Total risk-based			10.00				12.87				406,708

RESULTS OF OPERATIONS

Income available to common shareholders was $12.4 million and $8.1 million for the three months ended June 30, 2014 and 2013, respectively. Earnings per share on a diluted basis were $0.65 and $0.49 for the second quarters of 2014 and 2013, respectively. For the three months ended June 30, 2014, net interest income increased $7.3 million, or 37.9%, over the same period of 2013, as interest income increased $8.2 million, or 28.1%, and interest expense increased $0.9 million, or 8.8%. The increase in interest income of $8.2 million,

 

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compared to the same period of 2013, was due to an increase in average interest-earning assets of $499.6 million, which increased interest income due to volume of $6.7 million, or 35 basis points. Net interest income was also impacted by an increase in interest expense of $0.9 million during the second quarter of 2014 compared to the second quarter of 2013. The increase was attributable to an increase in average interest-bearing liabilities of $403.3 million, which increased interest expense volume to $1.5 million, offset by a decrease in interest expense due to rates of $0.7 million, or 12 basis points.

Income available to common shareholders was $24.8 million and $15.7 million for the six months ended June 30, 2014 and 2013, respectively. Earnings per share on a diluted basis were $1.31 and $1.06 for the six months ended June 30, 2014 and 2013, respectively. Net interest income increased $12.5 million, or 32.0%, compared to the six months ended June 30, 2013, as interest income increased $14.7 million, or 25.6%, and interest expense increased $2.3 million, or 12.2%. The increase in interest income of $14.7 million was due primarily to an increase in average interest-earning assets of $521.5 million, which increased volume $13.2 million, and an increase in interest income due to rates of $1.5 million, or 20 basis points. Net interest income was also impacted by an increase in interest expense of $2.3 million due primarily to an increase in average interest-bearing liabilities of $410.2 million, which increased interest expense due to volume to $3.0 million, offset by a decrease in interest expense due to rates of $0.7 million, or 8 basis points.

Net Interest Income

Net interest income, the primary contributor to the Company’s earnings, represents the difference between the income that the Company earns on interest-earning assets and the cost of interest-bearing liabilities. Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume changes.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “rate changes.”

The Company’s net interest spread, which is the difference between the yields earned on average earning assets and the rates paid on average interest-bearing liabilities, was 3.14% and 2.68% during the three months ended June 30, 2014 and 2013, respectively. The Company’s net interest spread increased 46 basis points over the same period of 2013. The Company’s net interest margin was 3.35% for the second quarter of 2014, compared to 2.88% for the second quarter of 2013, an increase of 47 basis points. On a year-to-date basis, the Company’s net interest spread of 3.12% was 29 basis points higher than the 2.83% earned during the first six months of 2013. The Company’s year-to-date net interest margin of 3.33% was 30 basis points higher than the 3.03% earned during the first six months of 2013.

Net interest income increased 37.9% to $26.5 million for the three months ended June 30, 2014, from $19.3 million for the same period in 2013. The primary driver of the increase in net interest income was a $8.2 million, or 28.1%, increase in interest income during the second quarter of 2014, as compared to the same period in 2013, which was partially offset by a $0.9 million, or 8.8%, increase in interest expense over the same periods. The increase in interest income was due primarily to the significant growth in average interest-earning assets during the second quarter of 2014 to $3.2 billion from $2.7 billion during the second quarter of 2013, and was positively impacted by an increase in the earning asset yield of 35 basis points to 4.70% from 4.35% over the same period in 2013. The increase in the earning asset yield was due to a combination of factors, including a 12 basis points increase in the loan yield, a 17 basis point impact from the hedge the Company executed in September 2013 to offset the shift in its loan portfolio from fixed rate loans to floating rate loans, an increase in the average yield of the investment securities of 76 basis points. The increase in interest expense was due primarily to an increase in average interest-bearing deposits for the second quarter of 2014 to $2.6 billion, as compared to $2.2 billion for the same period in 2013, offset by a decrease in the average rate on average interest-bearing liabilities of 12 basis points for the second quarter of 2014 compared to the same quarter of 2013. The reduction in the Company’s cost of funds was due primarily to the refinancing of $40.0 million of the Company’s long-term borrowings during the latter part of the first quarter of 2014, a 7 basis point reduction from the implementation of tiered pricing on all of its interest-bearing deposit products, as well as tiered pricing of its certificates of deposit products which is expected to reduce the average yield as the certificates of deposit begin to mature in 2014.

The trends discussed above for the second quarter of 2014 compared to the second quarter of 2013 were the same trends for the six month periods ended June 30, 2014 and 2013.

 

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The following table presents, for the periods indicated, the distribution of average assets, liabilities and equity, interest income and resulting yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities. Nonaccrual loans are included in the calculation of the average loan balances and interest on nonaccrual loans is included only to the extent recognized on a cash basis.

TABLE 9-AVERAGE BALANCES, NET INTEREST INCOME AND INTEREST YIELDS/RATES

 

		For The Three Months Ended June 30,
		2014												2013
(dollars in thousands)		Average Outstanding Balance				Interest Earned/Paid				Average Yield/Rate				Average Outstanding Balance				Interest Earned/Paid				Average Yield/Rate
Assets:
Interest-earning assets:
Short term investments		$	53,592			$	27				0.20	%		$	111,676			$	59				0.21	%
Investment in short-term receivables			213,262				1,391				2.62				146,195				958				2.63
Investment securities			372,932				2,378				2.56				370,110				1,661				1.80
Loans (including fee income)			2,537,666				33,397				5.28				2,049,860				26,356				5.16
Total interest-earning assets			3,177,452				37,193				4.70				2,677,841				29,034				4.35
Less: Allowance for loan losses			(35,523	)											(26,830	)
Noninterest-earning assets			377,922												256,763
Total assets		$	3,519,851											$	2,907,774
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits		$	54,713			$	113				0.83	%		$	48,591			$	76				0.63	%
Money market deposits			804,232				2,743				1.37				375,824				1,426				1.52
NOW accounts			512,685				1,451				1.14				536,055				1,732				1.30
Certificates of deposit under $100,000			366,150				1,478				1.62				428,085				1,649				1.54
Certificates of deposit of $100,000 or more			644,632				3,106				1.93				641,438				3,048				1.91
CDARS®			202,345				1,103				2.19				170,551				938				2.21
Total interest-bearing deposits			2,584,757				9,994				1.55				2,200,544				8,869				1.62
Short-term borrowings and repurchase agreements			108,498				411				1.52				70,603				272				1.54
Other borrowings			55,110				238				1.73				73,870				638				3.47
Total interest-bearing liabilities			2,748,365				10,643				1.55				2,345,017				9,779				1.67
Noninterest-bearing liabilities:
Non-interest-bearing deposits			331,804												240,480
Other liabilities			38,218												17,063
Total liabilities			3,118,387												2,602,560
Shareholders’ equity			401,463												305,213
Total liabilities and equity		$	3,519,850											$	2,907,773
Net interest income						$	26,550											$	19,255
Net interest spread(1)											3.15	%											2.68	%
Net interest margin(2)											3.35	%											2.88	%

 

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		For The Six Months Ended June 30,
		2014												2013
(dollars in thousands)		Average Outstanding Balance				Interest Earned/Paid				Average Yield/Rate				Average Outstanding Balance				Interest Earned/Paid				Average Yield/Rate
Assets:
Interest-earning assets:
Short term investments		$	41,842			$	42				0.20	%		$	71,805			$	76				0.21	%
Investment in short-term receivables			225,321				3,086				2.76				130,865				1,695				2.61
Investment securities			371,457				4,730				2.57				379,066				3,292				1.75
Loans (including fee income)			2,476,421				64,496				5.25				2,011,775				52,551				5.27
Total interest-earning assets			3,115,041				72,354				4.68				2,593,511				57,614				4.48
Less: Allowance for loan losses			(34,066	)											(27,321	)
Noninterest-earning assets			363,213												249,228
Total assets		$	3,444,188											$	2,815,418
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits		$	53,970			$	219				0.82	%		$	47,456			$	149				0.63	%
Money market deposits			758,004				5,223				1.39				375,985				2,819				1.51
NOW accounts			515,465				2,890				1.13				504,811				3,272				1.31
Certificates of deposit under $100,000			373,219				2,991				1.62				428,502				3,307				1.56
Certificates of deposit of $100,000 or more			651,465				6,260				1.94				609,717				5,683				1.88
CDARS®			190,705				2,070				2.19				167,265				1,832				2.21
Total interest-bearing deposits			2,542,828				19,653				1.56				2,133,736				17,062				1.61
Short-term borrowings and repurchase agreements			95,785				717				1.51				64,829				468				1.45
Other borrowings			56,923				587				2.08				86,723				1,143				2.66
Total interest-bearing liabilities			2,695,536				20,957				1.57				2,285,288				18,673				1.65
Noninterest-bearing liabilities:
Non-interest-bearing deposits			316,806												234,072
Other liabilities			36,587												17,977
Total liabilities			3,048,929												2,537,337
Shareholders’ equity			395,259												278,081
Total liabilities and equity		$	3,444,188											$	2,815,418
Net interest income						$	51,397											$	38,941
Net interest spread(1)											3.12	%											2.83	%
Net interest margin(2)											3.33	%											3.03	%

 

(1)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(2)	Net interest margin is net interest income divided by average interest-earning assets.

 

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The following table analyzes the dollar amount of change in interest income and interest expense with respect to the primary components of interest-earning assets and interest-bearing liabilities. The table shows the amount of the change in interest income or interest expense caused by either changes in outstanding balances or changes in interest rates. The effect of a change in balances is measured by applying the average rate during the first period to the balance (“volume”) change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period. Changes attributable to both rate and volume that cannot be segregated have been allocated proportionately to the absolute value of the change due to volume and the change due to rate.

TABLE 10-SUMMARY OF CHANGES IN NET INTEREST INCOME

 

		For the Three Months Ended June 30, 2014/2013
		Change Attributable To
(dollars in thousands)		Volume				Rate				Total
Interest-earning assets:
Loans (including fee income)		$	6,288			$	753			$	7,041
Short-term investments			(30	)			(2	)			(32	)
Investment in short-term receivables			439				(6	)			433
Investment securities			18				699				717
Total increase (decrease) in interest income		$	6,715			$	1,444			$	8,159
Interest-bearing liabilities:
Savings deposits		$	12			$	25			$	37
Money market deposits			1,597				(279	)			1,318
NOW accounts			(68	)			(213	)			(281	)
Certificates of deposit			(51	)			102				51
Borrowed funds			44				(305	)			(261	)
Total increase (decrease) in interest expense			1,534				(670	)			864
Increase (decrease) in net interest income		$	5,181			$	2,114			$	7,295
		For the Six Months Ended June 30, 2014/2013
		Change Attributable To
(dollars in thousands)		Volume				Rate				Total
Interest-earning assets:
Loans (including fee income)		$	12,137			$	(192	)		$	11,945
Short-term investments			(32	)			(2	)			(34	)
Investment in short-term receivables			1,231				160				1,391
Investment securities			(95	)			1,533				1,438
Total increase (decrease) in interest income		$	13,241			$	1,499			$	14,740
Interest-bearing liabilities:
Savings deposits		$	24			$	46			$	70
Money market deposits			2,829				(425	)			2,404
NOW accounts			61				(443	)			(382	)
Certificates of deposit			220				279				499
Borrowed funds			(139	)			(169	)			(308	)
Total increase (decrease) in interest expense			2,995				(712	)			2,283
Increase (decrease) in net interest income		$	10,246			$	2,211			$	12,457

Provision for Loan Losses

The provision for loan losses represents management’s determination of the amount necessary to be charged against the current period’s earnings to maintain the allowance for loan losses at a level that is considered adequate in relation to the estimated losses inherent in the loan portfolio. The Company assesses the allowance for loan losses monthly and will make provisions for loan losses as deemed appropriate.

For the three months ended June 30, 2014, the provision for loan losses was $3.0 million, a 25.0% increase from the same period in 2013. For the six months ended June 30, 2014, the provision for loan losses was $6.0 million, a 20.0% increase from the same period in 2013. As of June 30, 2014, the ratio of allowance for loan losses to total loans was 1.45%, compared to 1.36% and 1.32% at December 31, 2013 and June 30, 2013, respectively.

 

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Noninterest Income

For the three months ended June 30, 2014, noninterest income was $2.9 million compared to $2.7 million for the same period in 2013, an increase of $0.2 million, or 7.1%. The increase was driven by increases in all components of noninterest income, other than CDE fees, which experienced a decrease of $0.8 million. The most significant components of noninterest income contributing to the increase were income from sales of state tax credits of $0.4 million and other income earned of $0.3 million. The increase in other income of $0.3 million was due to an option agreement which expired during the quarter. For the first six months of 2014, noninterest income increased $0.7 million, or 13.0%, for the same period in 2013. The increase in noninterest income compared to the first six months of 2013 was due primarily to increases in income from sales of state tax credits of $1.0 million and other income of $0.5 million, which were offset by decreases in CDE fees earned of $0.5 million, investment securities gains of $0.3 million, and gain on the sale of loans of $0.2 million. The following table presents the components of noninterest income for the respective periods.

TABLE 11-NONINTEREST INCOME

 

		For the Three Months Ended												For the Six Months Ended
		June 30,								Percent Increase				June 30,								Percent Increase
(dollars in thousands)		2014				2013				(Decrease)				2014				2013				(Decrease)
Service charges on deposit accounts		$	498			$	462				7.8	%		$	1,057			$	960				10.1	%
Investment securities gains, net			56				—				100.0				56				306				(81.7	)
Gain (loss) on assets sold, net			64				(15	)			NM				139				148				(6.1	)
Gains on sale of loans, net			70				55				27.3				70				278				(74.8	)
Cash surrender value income on bank-owned life insurance			237				172				37.8				396				350				13.1
Income from sales of state tax credits			728				335				NM				1,761				790				NM
Community Development Entity fees earned			196				975				(79.9	)			875				1,328				(34.1	)
ATM fee income			505				474				6.5				978				913				7.1
Other			579				280				NM				960				492				95.1
Total noninterest income		$	2,933			$	2,738				7.1	%		$	6,292			$	5,565				13.1	%

Service charges on deposit accounts. The Company earns fees from its customers for deposit-related services and these fees comprise a significant and predictable component of the Company’s noninterest income. These charges increased $0.03 million, or 7.6%, in the second quarter of 2014 over the prior year quarter-to-date period. For the year-to-date period, total service charges increased $0.1 million, or 10.1%, as compared to the same period in 2013.

Investment securities gains. The Company experienced an increase in investment securities gains of $0.06 million during the second quarter of 2014 and a $0.3 million decrease for the year-to-date period when compared to the same periods of 2013. The Company recorded no securities gains during the second quarter of 2013. From time to time, the Company sells investment securities held as available for sale to fund loan demand, manage its asset/liability sensitivity or for other business purposes.

Gains on sale of loans. The Company has historically been an active participant in Small Business Administration and USDA loan programs as a preferred lender and typically sells the guaranteed portion of the loans it originates. During the second quarter of 2014, the balance increased slightly compared to the same period in 2013. For the six months ended June 30, 2014, the Company experienced a decrease of $0.2 million in gains on sale of loans compared to the same period in 2013. The Company believes these government guaranteed loan programs are an important part of its service to the businesses in its communities and expects to continue expanding its efforts and income related to these programs.

Cash surrender value income on bank-owned life insurance. The income earned from bank-owned life insurance increased 37.8% in the second quarter of 2014 when compared to the second quarter of 2013. The Company increased its investment by approximately $20.2 million during the second quarter of 2014 and management expects the income to be higher in future periods.

Income from sales of state tax credits. As part of the Company’s investment in projects that generate federal income tax credits, the Company may receive state tax credits along with federal credits. Although the Company cannot utilize state tax credits to offset its own tax liability, the Company earns income on the sale of state tax credits. The increase of $0.4 million for the second quarter of 2014, compared to the second quarter of 2013, was due primarily to the syndication fees in income from sales of state tax credits generated from the $23.9 million in qualified equity investment authority that the Company was awarded under the State of Louisiana New Markets Jobs Act in 2013. For the six months ended June 30, 2014, the Company experienced an increase of $1.0 million in income from sales of state tax credits compared to the same period in 2013, due to the above.

 

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Community Development Entity fees earned. The Company earns management fees, through its subsidiary, First NBC Community Development Fund, LLC, related to the Fund’s New Markets Tax Credit investments. The Company’s results are impacted on a quarterly basis by seasonal factors related to its participation in federal and state tax credit programs. The Company’s fee income reflects this timing as it earns fees as each project closes; the fee is a percentage of the award. The Company recognizes the fees related to the tax credit projects when they are earned. For the second quarter of 2014, the management fees recognized were $0.2 million compared to $1.0 million for the same period of 2013. For the six months ended June 30, 2014, the management fees decreased $0.5 million compared to the same period of 2013. The decrease was due to the timing of several projects which closed during the first quarter of 2014. The Company expects its CDE fee income to be lower during the third and fourth quarters of 2014 due to the Company not receiving an allocation of Federal New Markets Tax Credits in 2014. The Company receives CDE fees on an annual basis for projects which are still within the compliance period.

ATM fee income. This category includes income generated by automated teller machines, or ATMs. The income earned from ATMs increased for the three and six month periods ended June 30, 2014 and 2013 due primarily to increased transaction volume.

Other. This category includes a variety of other income producing activities, including income generated from trust services, credit cards and wire transfers. The increase of $0.3 million for the three and six month periods of 2014 compared to the same periods of 2013 was due primarily to the recognition of income from the expiration of an option agreement that the Company had with a customer.

Noninterest Expense

Noninterest expense consists primarily of salary and employee benefits, occupancy and other expenses related to the Company’s operation and expansion. Noninterest expense increased by $3.4 million, or 22.3%, in the second quarter of 2014, compared to the same period in 2013. For the six months ended June 30, 2014, noninterest expense increased $5.1 million, or 16.5%, compared to the six months ended June 30, 2013.

The following table presents the components of noninterest expense for the respective periods.

TABLE 12-NONINTEREST EXPENSE

 

		Three Months Ended												Six Months Ended
		June 30,								Percent Increase				June 30,								Percent Increase
(dollars in thousands)		2014				2013				(Decrease)				2014				2013				(Decrease)
Salaries and employee benefits		$	5,942			$	5,014				18.5	%		$	11,339			$	10,621				6.8	%
Occupancy and equipment expenses			2,684				2,437				10.1				5,268				4,965				6.1
Professional fees			1,511				1,577				(4.2	)			3,410				2,993				13.9
Taxes, licenses and FDIC assessments			1,343				793				69.4				2,542				1,851				37.3
Tax credit investment amortization			3,377				2,104				60.5				6,204				3,891				59.4
Write-down of foreclosed assets			20				61				(67.2	)			186				113				64.6
Data processing			1,141				1,068				6.8				2,239				2,116				5.8
Advertising and marketing			556				512				8.6				1,134				969				17.0
Other			1,994				1,619				23.2				3,583				3,307				8.3
Total noninterest expense		$	18,568			$	15,185				22.3	%		$	35,905			$	30,826				16.5	%

Salaries and employee benefits. These expenses increased $0.9 million, or 18.5%, during the second quarter of 2014 compared to the same period of 2013. For the six months ended June 30, 2014, these expenses increased $0.7 million, or 6.8%, compared to the same period in 2013. The increase is due primarily to the increase in salaries due to the increase in the Company’s headcount compared to the same period of 2013. The Company had 501 full-time equivalent employees at June 30, 2014, compared to 456 employees as of June 30, 2013, an increase of 45 full-time equivalent employees or 9.9%. The increase in headcount was due to the growth of the Company.

 

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Occupancy and equipment expenses. Occupancy and equipment expenses, consisting primarily of rent and depreciation, increased $0.2 million, or 10.2%, between the second quarter of 2014 and 2013. For the six months ended June 30, 2014, occupancy and equipment expenses increased $0.3 million, or 6.1%, compared to the same period in 2013. The level of the Company’s occupancy expenses is related to the number of branch offices that it maintains and management expects that these expenses will increase as the Company continues to implement its strategic growth plan.

Professional fees. Professional fees decreased 4.2% between the second quarter of 2014 and 2013. For the six months ended June 30, 2014, professional fees increased to $3.4 million, or 14%, compared to $3.0 million for the same period of 2013. The decrease between the second quarter of 2014 compared to the second quarter of 2013 was due primarily to a decrease of $0.3 million in CDE consulting fees offset by an increase of $0.2 million in expenses related to the Company’s investment in short-term receivables. The increase of $0.4 million for the six month period of 2014 compared to the same period of 2013 was due primarily to an increase of $0.6 million in expenses related to its investment in short-term receivables offset by a decrease of $0.2 million in CDE consulting fees which are tied to CDE fee revenue.

Taxes, licenses and FDIC assessments. The expenses related to taxes, licenses and FDIC insurance premiums and assessments increased $0.5 million, or 69.4% from the same period of 2013. For the six months ended June 30, 2014, these expenses increased $0.7 million, or 37.3%, from the same period of 2013. The increase over the comparable three month and six month period was primarily attributable to increases in the FDIC assessment due to the strong growth in the Company’s deposits.

 

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Tax credit investment amortization. Tax credit investment amortization reflects amortization of investments in entities that undertake projects that qualify for tax credits against federal income taxes. At this time, investments are directed at tax credits issued under the Federal New Markets, Federal Historic Rehabilitation and Low-Income Housing Tax Credit programs. The Company amortizes investments related to Federal New Markets, Federal Historic Rehabilitation and Low-Income Housing Tax Credits over the periods the Company is required by tax law (compliance period) or contract to maintain its ownership interest in the entity. These periods are 15 years for Low-Income Housing projects, 7 years for Federal New Market projects and 10 years for Federal Historic Rehabilitation projects.

The following table presents the amortization of tax credit investments by type of credit for the respective periods.

TABLE 13-TAX CREDIT AMORTIZATION BY CREDIT TYPE

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(dollars in thousands)		2014				2013				2014				2013
Low-Income Housing		$	541			$	475			$	1,083			$	950
Federal Historic Rehabilitation			389				248				760				427
Federal New Markets			2,447				1,381				4,361				2,514
Total tax credit amortization		$	3,377			$	2,104			$	6,204			$	3,891

The significant increases in amortization expense related to Federal Historic Rehabilitation and Federal New Markets Tax Credits reflect the increase in the level of activity as the Company invested in additional projects.

Data processing. Data processing expenses were comparable over the three and six month periods ended June 30, 2014 and 2013.

Advertising and marketing. Advertising and marketing expenses were comparable over the three month periods ended June 30, 2014 and 2013. The balance increased $0.2 million, or 17.0%, for the six months ended June 30, 2014 compared to the same period in 2013. The increase was due primarily to an increase in Company sponsorships in the markets it operates of $0.2 million.

Other. These expenses include costs related to insurance, customer service, communications, supplies and other operations. The increase in other noninterest expense over the periods shown was primarily attributable to an increase in categories of other noninterest expenses proportional to the overall growth and an increase in transaction volume and number of customers resulting from the Company’s organic growth.

Provision for Income Taxes

The provision for income taxes varies due to the amount of income recognized for generally accepted accounting principles and tax purposes and as a result of the tax benefits derived from the Company’s investments in tax-advantaged securities and tax credit projects. The Company engages in material investments in entities that are designed to generate tax credits, which it utilizes to reduce its current and future taxes. These credits are recognized when earned as a benefit in the provision for income taxes.

The Company recognized an income tax benefit for the quarterly period ended June 30, 2014 of $4.8 million, compared to $4.2 million for the same quarterly period in 2013. The Company recognized an income tax benefit for the year-to-date period ended June 30, 2014 of $9.7 million, compared to $8.2 million for the same period of 2013. The increase in income tax benefit for the periods presented was due primarily to the increase in Federal Historic Rehabilitation Tax Credit investment activity in 2014 compared to 2013.

The Company expects to experience an effective tax rate below the statutory rate of 35% due primarily to the receipt of Federal New Markets Tax Credits, Low-Income Housing Tax Credits and Federal Historic Rehabilitation Tax Credits.

Although the Company’s ability to continue to access new tax credits in the future will depend, among other factors, on federal and state tax policies, as well as the level of competition for future tax credits, the Company expects to generate the following levels of tax credits over the next six calendar years based only on Federal New Markets and the Low-Income Housing Tax Credit investments that have been made, as of December 31, 2013.

 

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TABLE 14-FUTURE TAX CREDITS

 

		For the Year Ended December 31,
(dollars in thousands)		2014				2015				2016				2017				2018				2019
Federal New Markets		$	15,232			$	15,599			$	15,122			$	13,052			$	7,002			$	3,000
Low-Income Housing		$	4,656			$	5,698			$	5,698			$	5,698			$	5,698			$	5,698

The Company expects to generate $20.4 million in 2015 and $4.0 million in 2016 of Federal Historic Rehabilitation tax credits based on investments made in qualifying projects which the Company expects to obtain the Certificates of Occupancy in these years to recognize the credits.

Liquidity and Capital Resources

Liquidity refers to the Company’s ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. Management believes that the sources of available liquidity are adequate to meet all reasonably foreseeable short-term and intermediate-term demands.

The Company evaluates liquidity both at the parent company level and at the bank level. Because First NBC Bank represents the Company’s only material asset, other than cash, the primary sources of funds at the parent company level are cash on hand, dividends paid to the Company from First NBC Bank and the net proceeds of capital offerings. The primary sources of funds at First NBC Bank are deposits, short and long-term funding from the Federal Home Loan Bank (FHLB) or other financial institutions, and principal and interest payments on loans and securities. While maturities and scheduled payments on loans and securities provide an indication of the timing of the receipt of funds, other sources of funds such as loan prepayments and deposit inflows are less predictable as they depend on the effects of changes in interest rates, economic conditions and competition. The primary investing activities are the origination of loans and the purchase of investment securities. If necessary, First NBC Bank has the ability to raise liquidity through additional collateralized borrowings, FHLB advances or the sale of its available-for-sale investment portfolio.

Investing activities are funded primarily by net deposit inflows, principal repayments on loans and securities, and borrowed funds. Gross loans increased to $2.6 billion as of June 30, 2014, from $2.4 billion as of December 31, 2013. At June 30, 2014, First NBC Bank had commitments to make loans of approximately $506.0 million and un-advanced lines of credit and loans of approximately $394.5 million. The Company anticipates that First NBC Bank will have sufficient funds available to meet its current loan originations and other commitments.

At June 30, 2014, total deposits were approximately $3.0 billion, of which approximately $833.4 million were in certificates of deposits of $100,000 or more. Certificates of deposits scheduled to mature in one year or less as of June 30, 2014 totaled approximately $614.8 million while certificates of deposits of $100,000 or more with a maturity of one year or less totaled approximately $432.0 million.

In general, the Company monitors and manages liquidity on a regular basis by maintaining appropriate levels of liquid assets so that funds are available when needed. Excess liquidity is invested in overnight federal funds sold and other short-term investments. As a member of the Federal Home Loan Bank of Dallas, First NBC Bank had access to approximately $438.8 million of available lines of credit secured by qualifying collateral as of June 30, 2014. In addition, First NBC Bank maintains $85.0 million in lines of credit with its correspondent banks to support its liquidity.

Asset/Liability Management

The Company’s asset/liability management policy provides guidelines for effective funds management and the Company has established a measurement system for monitoring its net interest rate sensitivity position. The Company seeks to maintain a sensitivity position within established guidelines.

As a financial institution, the primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of the assets and liabilities, other than those which have a short term to maturity. Because of the nature of its operations, the Company is not subject to foreign exchange or commodity price risk. The Company does not own any trading assets.

Interest rate risk is the potential of economic loss due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. The Company recognizes that certain risks are inherent and that the goal is to identify and understand the risks.

 

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The Company actively manages exposure to adverse changes in interest rates through asset and liability management activities within guidelines established by the asset/liability management committee. The committee, which is composed primarily of senior officers and directors of First NBC Bank and First NBC Bank Holding Company, has the responsibility for ensuring compliance with asset/liability management policies. Interest rate risk is the exposure to adverse changes in net interest income as a result of market fluctuations in interest rates. On a regular basis, the committee monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies.

The Company utilizes a net interest income simulation model to analyze net interest income sensitivity. Potential changes in market interest rates and their subsequent effects on net interest income are then evaluated. The model projects the effect of instantaneous movements in interest rates. Decreases in interest rates apply primarily to long-term rates, as short-term rates are not modeled to decrease below zero. Assumptions based on the historical behavior of the Company’s deposit rates and balances in relation to changes in interest rates are also incorporated into the model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The Company’s interest sensitivity profile was somewhat asset sensitive as of June 30, 2014, though its base net interest income would increase in the case of either an interest rate increase or decrease. Hedging instruments utilized by First NBC Bank, which consist primarily of interest rate swaps and options, protect the bank in a rising interest rate environment by providing long term funding costs at a fixed interest rate to allow the Bank to continue to fund its projected loan growth. In addition, the bank utilizes interest rate floors in loan pricing to manage interest rate risk in a declining rate environment.

The following table sets forth the net interest income simulation analysis as of June 30, 2014.

TABLE 15-CHANGE IN NET INTEREST INCOME FROM INTEREST RATE CHANGES

 

Interest Rate Scenario		% Change in Net Interest Income
+300 basis points			6.3	%
+200 basis points			5.7	%
+100 basis points			2.8	%
Base			—
-100 basis points			7.7	%

The Company also manages exposure to interest rates by structuring its balance sheet in the ordinary course of business. An important measure of interest rate risk is the relationship of the repricing period of earning assets and interest-bearing liabilities. The more closely the repricing periods are correlated, the less interest rate risk it has. From time to time, the Company may use instruments such as leveraged derivatives, structured notes, interest rate swaps, caps, floors, financial options, financial futures contracts or forward delivery contracts to reduce interest rate risk. As of June 30, 2014, the Company had hedging instruments in the notional amount of $400.0 million with a fair value liability of $10.2 million and in the notional amount of $115.0 million with a fair value liability of $3.9 million.

An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market interest rates. A measurement of interest rate risk is performed by analyzing the maturity and repricing relationships between interest earning assets and interest bearing liabilities at specific points in time (gap). Interest rate sensitivity reflects the potential effect on net interest income of a movement in interest rates. An institution is considered to be asset sensitive, or having a positive gap, when the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, an institution is considered to be liability sensitive, or having a negative gap, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of its interest-earning assets also maturing or repricing within that time period. During a period of rising interest rates, a negative gap would tend to affect net interest income adversely, while a positive gap would tend to increase net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely.

Although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates.

 

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Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates, both on a short-term basis and over the life of the asset. More importantly, changes in interest rates, prepayments and early withdrawal levels may deviate significantly from those assumed in the calculations in the table. As a result of these shortcomings, management focuses more on a net interest income simulation model than on gap analysis. Although the gap analysis reflects a ratio of cumulative gap to total earning assets within acceptable limits, the net interest income simulation model is considered by management to be more informative in forecasting future income at risk.

The Company faces the risk that borrowers might repay their loans sooner than the contractual maturity. If interest rates fall, the borrower might repay their loan, forcing the bank to reinvest in a potentially lower yielding asset. This prepayment would have the effect of lowering the overall portfolio yield which may result in lower net interest income. The Company has assumed that these loans will prepay, if the borrower has sufficient incentive to do so, using prepayment tables provided by third party consultants. In addition, some assets, such as mortgage-backed securities or purchased loans, are held at a premium, and if these assets prepay, the Company would have to write down the premium, which would temporarily reduce the yield. Conversely, as interest rates rise, borrowers might prepay their loans more slowly, which would leave lower yielding assets as interest rates rise.

Impact of Inflation

The Company’s financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States, which require the measure of financial position and operating results in terms of historic dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects a financial institution’s cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders’ equity.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Since December 31, 2013, there has been no material change in the quantitative or qualitative aspect of the Company’s market risk profile. Quantitative and qualitative disclosures about market risk are presented at December 31, 2013 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Additional information at June 30, 2014 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Item 4.

Controls and Procedures

An evaluation of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2014 was carried out under the supervision, and with the participation of, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”).

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. Disclosure controls include review of internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. There have not been any change in the Company’s internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls’ cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

 

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PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

From time to time, the Company and its direct and indirect subsidiaries are parties to lawsuits arising in the ordinary course of business. However, there are no material pending to which the Company, any of its direct and indirect subsidiaries, or any of their respective properties are currently subject.

 

Item 1A.

Risk Factors

None.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures

Not Applicable.

 

Item 5.

Other Information

None.

 

Item 6.

Exhibits

 

Exhibit No. 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 101.INS		XBRL Instance Document
Exhibit No. 101.SCH		XBRL Taxonomy Extension Schema Document
Exhibit No. 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit No. 101.LAB		XBRL Taxonomy Extension Label Linkbase Document
Exhibit No. 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit No. 101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

 

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SIGNATURES

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

 

				First NBC Bank Holding Company
Date: August 14, 2014				By:		/s/ Ashton J. Ryan, Jr.
				Ashton J. Ryan, Jr.
				President and Chief Executive Officer
Date: August 14, 2014				By:		/s/ Mary Beth Verdigets
				Mary Beth Verdigets
				Executive Vice President and Chief Financial Officer

 

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