Altabancorp - FORM 10-Q

Attached files

file	filename
EX-32 - EX-32 - Altabancorp	pub-ex32_6.htm
EX-31.2 - EX-31.2 - Altabancorp	pub-ex312_7.htm
EX-31.1 - EX-31.1 - Altabancorp	pub-ex311_8.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2016

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

For the transition period from to

Commission file number 001-37416

PEOPLE’S UTAH BANCORP

(Exact name of registrant as specified in its charter)

UTAH		87-0622021
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
1 East Main Street, American Fork, Utah		84003
(Address of principal executive offices)		(Zip Code)

(801) 642-3998

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer	o		Accelerated filer	o

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

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

The number of shares of Registrant’s common stock outstanding on May 2, 2016 was 17,734,708. No preferred shares are issued or outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1 – Financial Statements
Unaudited Consolidated Balance Sheets	3
Unaudited Consolidated Statements of Income	4
Unaudited Consolidated Statements of Comprehensive Income	5
Unaudited Consolidated Statements of Changes in Shareholders’ Equity	6
Unaudited Consolidated Statements of Cash Flows	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3 – Quantitative and Qualitative Disclosure about Market Risk	36
Item 4 – Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1 – Legal Proceedings	36
Item 1A – Risk Factors	36
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3 – Defaults upon Senior Securities	36
Item 4 – Mine Safety Disclosures	36
Item 5 – Other Information	37
Item 6 – Exhibits	37
Signatures	38

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
(Dollars in thousands, except share data)	2016			2015
ASSETS
Cash and due from banks	$	20,973		$	19,745
Interest bearing deposits		20,434			20,428
Federal funds sold		5,488			2,176
Total cash and cash equivalents		46,895			42,349
Investment securities:
Available-for-sale, at fair value		313,641			332,736
Held-to-maturity, at historical cost		64,272			65,882
Total investment securities		377,913			398,618
Non-marketable equity securities		1,827			2,244
Loans held for sale		13,123			17,947
Loans:
Loans held for investment		1,070,146			1,047,975
Less allowance for loan losses		(15,723	)		(15,557	)
Total loans held for investment, net		1,054,423			1,032,418
Premises and equipment, net		22,027			22,104
Accrued interest receivable		5,826			5,767
Deferred income tax assets		7,753			8,606
Other real estate owned		644			568
Bank-owned life insurance		19,308			19,170
Other assets		5,933			6,191
Total assets	$	1,555,672		$	1,555,982
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing deposits	$	407,849		$	408,508
Interest bearing deposits		916,467			900,677
Total deposits		1,324,316			1,309,185
Short-term borrowings		2,549			27,204
Accrued interest payable		309			314
Other liabilities		13,116			9,871
Total liabilities		1,340,290			1,346,574
Commitments and contingencies
Shareholders’ equity:
Preferred shares, $0.01 par value: 3,000,000 shares authorized, no shares issued		—			—
Common shares, $0.01 par value: 30,000,000 shares authorized; 17,715,348 and 17,567,154 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively		177			176
Additional paid-in capital		67,924			67,338
Retained earnings		146,233			142,223
Accumulated other comprehensive income (loss)		1,048			(329	)
Total shareholders’ equity		215,382			209,408
Total liabilities and shareholders’ equity	$	1,555,672		$	1,555,982

See accompanying notes to the unaudited consolidated financial statements.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended
	March 31,
(Dollars in thousands, except share and per share data)	2016		2015
Interest income
Interest and fees on loans	$	15,851	$	13,809
Interest and dividends on investments		1,603		1,450
Total interest income		17,454		15,259
Interest expense		754		760
Net interest income		16,700		14,499
Provision for loan losses		200		150
Net interest income after provision for loan losses		16,500		14,349
Non-interest income
Service charges on deposit accounts		513		643
Card processing		1,031		1,002
Mortgage banking		1,748		1,772
Other operating		471		727
Total non-interest income		3,763		4,144
Non-interest expense
Salaries and employee benefits		7,884		7,194
Occupancy, equipment and depreciation		988		990
Data processing		777		689
FDIC premiums		195		187
Card processing		590		470
Other real estate owned		32		17
Marketing and advertising		169		173
Other		1,500		1,499
Total non-interest expense		12,135		11,219
Income before income tax expense		8,128		7,274
Income tax expense		2,885		2,476
Net income	$	5,243	$	4,798
Earnings per common share:
Basic	$	0.30	$	0.32
Diluted	$	0.29	$	0.31
Weighted average common shares outstanding:
Basic		17,632,288		14,770,306
Diluted		18,124,392		15,301,015

See accompanying notes to the unaudited consolidated financial statements.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended
	March 31,
(in thousands)	2016			2015
Net income	$	5,243		$	4,798
Other comprehensive income
Unrealized holding gains on securities available for sale		2,228			1,367
Tax effect		(851	)		(516	)
Unrealized holding gains on securities available for sale, net of tax		1,377			851
Total comprehensive income	$	6,620		$	5,649

See accompanying notes to the unaudited consolidated financial statements.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended March 31, 2016 and 2015

										Accumulated
					Additional					Other
	Common				Paid-in		Retained			Comprehensive
(Dollars in thousands, except share data)	Shares		Amount		Capital		Earnings			Income (Loss)			Total
Balance as of January 1, 2015		14,758,121	$	148	$	31,137	$	125,595		$	779		$	157,659
Comprehensive income		—		—		—		4,798			851			5,649
Share-based compensation		—		—		109		—			—			109
Exercise of stock options		17,600		—		85		—			—			85
Balance as of March 31, 2015		14,775,721	$	148	$	31,331	$	130,393		$	1,630		$	163,502
Balance as of January 1, 2016		17,567,154	$	176	$	67,338	$	142,223		$	(329	)	$	209,408
Comprehensive income		—		—		—		5,243			1,377			6,620
Cash dividends declared ($0.07 per share)		—		—		—		(1,233	)		—			(1,233	)
Share-based compensation		—		—		127		—			—			127
Exercise of stock options		148,194		1		459		—			—			460
Balance as of March 31, 2016		17,715,348	$	177	$	67,924	$	146,233		$	1,048		$	215,382

See accompanying notes to the unaudited consolidated financial statements.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31,
(in thousands)	2016			2015
Cash flows from operating activities:
Net income	$	5,243		$	4,798
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		200			150
Depreciation and amortization		642			518
Net (gain) loss on sales of other real estate owned		28			(93	)
Deferred income taxes		—			(26	)
Net amortization of securities discounts and premiums		773			719
Other		125			111
Gain on sale of loans held for sale		(1,255	)		(1,256	)
Originations of loans held for sale		(52,068	)		(61,213	)
Proceeds from sale of loans held for sale		58,147			58,344
Net changes in:
Accrued interest receivable		(59	)		(62	)
Other assets		120			(333	)
Accrued interest payable		(5	)		(14	)
Other liabilities		3,245			3,354
Net cash provided by operating activities		15,136			4,997
Cash flows from investing activities:
Net change in loans held for investment		(22,442	)		(15,882	)
Purchase of available-for-sale securities		(2,000	)		(11,873	)
Purchase of held-to-maturity securities		-			(3,715	)
Proceeds from maturities/sales of available-for-sale securities		22,701			26,361
Proceeds from maturities of held-to-maturity securities		1,459			364
Purchase of premises and equipment		(561	)		(946	)
Proceeds from sale of other real estate owned, net of improvements		133			168
Proceeds from sale of non-marketable equity securities		417			28
Net cash used in investing activities		(293	)		(5,495	)
Cash flows from financing activities:
Net increase (decrease) in non-interest bearing deposits		(659	)		20,890
Net increase in interest bearing deposits		15,790			13,339
Proceeds related to exercise of stock options		460			85
Net change in short-term borrowings		(24,655	)		626
Cash dividends paid		(1,233	)		(2,066	)
Net cash provided by (used in) financing activities		(10,297	)		32,874
Net change in cash and cash equivalents		4,546			32,376
Cash and cash equivalents, beginning of period		42,349			47,702
Cash and cash equivalents, end of period	$	46,895		$	80,078
Supplemental disclosures of cash flow information:
Cash paid for interest	$	669		$	700
Income taxes paid		—		$	500
Supplemental disclosures of non-cash transactions:
Reclassifications from loans to other real estate owned	$	237			—
Unrealized gains on securities available for sale	$	2,228		$	1,367

See accompanying notes to the unaudited consolidated financial statements.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

People’s Utah Bancorp, Inc. (“PUB” or the “Company”) is a Utah corporation headquartered in American Fork, Utah. The Company’s subsidiary is People’s Intermountain Bank (“PIB” or the “Bank”), which includes two banking divisions doing business as (“dba”) Bank of American Fork (“BAF”) and Lewiston State Bank (“LSB”) and an equipment leasing division dba GrowthFunding Equipment Finance. BAF and LSB have over 100 years of history and will continue to do business as registered names of PIB.

The interim consolidated financial statements include the accounts of the Company together with its subsidiary Bank. All intercompany transactions and balances have been eliminated.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial information. In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are of a normal recurring nature. These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2015 and 2014. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period.

The preparation of financial statements in conformity with GAAP 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 reported period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired through foreclosure, deferred tax assets, and share-based compensation.

Earnings per share — Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares includes shares that may be issued by the Company for outstanding stock options determined using the treasury stock method and for all outstanding restricted stock units (“RSU”).

Earnings per common share have been computed based on the following:

	Three Months Ended
	March 31,
(in thousands, except share and per share data)	2016		2015
Numerator
Net income	$	5,243	$	4,798
Denominator
Weighted-average number of common shares outstanding		17,632,288		14,770,306
Incremental shares assumed for stock options and RSUs		492,104		530,709
Weighted-average number of dilutive shares outstanding		18,124,392		15,301,015
Basic earnings per common share	$	0.30	$	0.32
Diluted earnings per common share	$	0.29	$	0.31

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2 — Investment Securities

Amortized cost and approximate fair values of investment securities available for sale are summarized as follows:

					Gross Unrealized Losses
					Less			12
			Gross		Than			Months
	Amortized		Unrealized		12			or			Fair
(in thousands)	Cost		Gain		Months			Longer			Value
As of March 31, 2016
U.S. Government-sponsored securities	$	96,579	$	146	$	(45	)	$	—		$	96,680
Municipal securities		34,953		829		-			(5	)		35,777
Mortgage-backed securities		170,412		1,721		(168	)		(420	)		171,545
Corporate securities		10,000		—		(229	)		(132	)		9,639
	$	311,944	$	2,696	$	(442	)	$	(557	)	$	313,641
As of December 31, 2015
U.S. Government-sponsored securities	$	104,591	$	11	$	(612	)	$	-		$	103,990
Municipal securities		36,820		926		(7	)		(9	)		37,730
Mortgage-backed securities		181,857		940		(724	)		(687	)		181,386
Corporate securities		10,000		-		(253	)		(117	)		9,630
	$	333,268	$	1,877	$	(1,596	)	$	(813	)	$	332,736

Carrying amounts and estimated fair values of securities held-to-maturity are as follows:

					Gross Unrealized Losses
					Less			12
			Gross		Than			Months
	Amortized		Unrealized		12			or			Fair
(in thousands)	Cost		Gain		Months			Longer			Value
As of March 31, 2016
Municipal securities	$	62,040	$	368	$	(36	)	$	(12	)	$	62,360
Certificates of deposit		2,232		6		—			—			2,238
	$	64,272	$	374	$	(36	)	$	(12	)	$	64,598
As of December 31, 2015
Municipal securities	$	63,650	$	238	$	(74	)	$	(2	)	$	63,812
Certificates of deposit		2,232		5		-			—			2,237
	$	65,882	$	243	$	(74	)	$	(2	)	$	66,049

The amortized cost and estimated fair values of investment securities that are available-for-sale and held-to-maturity at March 31, 2016, by contractual maturity, are as follows:

	Available-for-sale				Held-to-maturity
	Amortized		Fair		Amortized		Fair
(in thousands)	Cost		Value		Cost		Value
Securities maturing in:
One year or less	$	13,338	$	13,406	$	8,218	$	8,224
After one year through five years		116,475		117,088		42,571		42,754
After five years through ten years		59,454		59,787		13,483		13,620
After ten years		122,677		123,360		—		—
	$	311,944	$	313,641	$	64,272	$	64,598

Expected maturities may differ from contractual maturities because issuers may have the right to call obligations with or without penalties.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2 — Investment Securities – Continued

As of March 31, 2016 and December 31, 2015, the Company held 150 and 234 investment securities, respectively, with fair values less than amortized cost. Management evaluated these investment securities and determined that the decline in value is temporary and related to the change in market interest rates since purchase. The decline in value is not related to any company or industry specific event. The Company anticipates full recovery of the amortized cost with respect to these securities at maturity, or sooner in the event of a more favorable market interest rate environment.

Note 3 — Loans and Allowance for Loan Losses

Loans are summarized as follows:

	March 31,			December 31,
(in thousands)	2016			2015
Loans held for investment:
Commercial real estate loans:
Real estate term	$	584,046		$	577,804
Construction and land development		194,708			179,664
Total commercial real estate loans		778,754			757,468
Commercial and industrial loans		212,702			208,277
Consumer loans:
Residential and home equity		68,317			71,169
Consumer and other		14,223			14,945
Total consumer loans		82,540			86,114
Total gross loans		1,073,996			1,051,859
Less:
Net deferred loan fees		(3,850	)		(3,884	)
Total loans held for investment		1,070,146			1,047,975
Less: allowance for loan losses		(15,723	)		(15,557	)
Total loans held for investment, net	$	1,054,423		$	1,032,418

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

Changes in the allowance for loan losses (“ALLL”) are as follows:

	Three Months Ended March 31, 2016
	Real			Construction		Commercial			Residential			Consumer
	Estate			and Land		and			and			and
(in thousands)	Term			Development		Industrial			Home Equity			Other			Total
Balance at beginning of period	$	6,783		$	3,984	$	3,941		$	603		$	246		$	15,557
Additions: Provisions for loan losses		(95	)		344		15			(12	)		(52	)		200
Deductions:
Gross loan charge-offs		—			—		(72	)		—			(64	)		(136	)
Recoveries		4			16		37			4			41			102
Net loan charge-offs		4			16		(35	)		4			(23	)		(34	)
Balance at end of period	$	6,692		$	4,344	$	3,921		$	595		$	171		$	15,723

	Three Months Ended March 31, 2015
	Real		Construction			Commercial			Residential			Consumer
	Estate		and Land			and			and			and
(in thousands)	Term		Development			Industrial			Home Equity			Other			Total
Balance at beginning of period	$	5,181	$	4,425		$	4,608		$	671		$	266		$	15,151
Additions: Provisions for loan losses		378		(303	)		18			(6	)		63			150
Deductions:
Gross loan charge-offs		—		—			(15	)		—			(93	)		(108	)
Recoveries		5		3			71			5			20			104
Net loan charge-offs		5		3			56			5			(73	)		(4	)
Balance at end of period	$	5,564	$	4,125		$	4,682		$	670		$	256		$	15,297

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

Non-accrual loans are summarized as follows:

	March 31,		December 31,
(in thousands)	2016		2015
Non-accrual loans, not troubled debt restructured:
Real estate term	$	2,922	$	2,961
Construction and land development		71		56
Commercial and industrial		281		1,176
Residential and home equity		231		631
Consumer and other		—		88
Total non-accrual loans, not troubled debt restructured		3,505		4,912
Troubled debt restructured loans, non-accrual:
Real estate term		874		1,153
Construction and land development		784		1,329
Commercial and industrial		20		21
Residential and home equity		—		—
Consumer and other		—		—
Total troubled debt restructured loans, non-accrual		1,678		2,503
Total non-accrual loans	$	5,183	$	7,415

Troubled debt restructured loans are summarized as follows:

	March 31,		December 31,
(in thousands)	2016		2015
Accruing troubled debt restructured loans	$	6,715	$	7,049
Non-accrual troubled debt restructured loans		1,678		2,503
Total troubled debt restructured loans	$	8,393	$	9,552

A restructured loan is considered a troubled debt restructured loan (“TDR”), if the Company, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession in terms or a below-market interest rate to the debtor that it would not otherwise consider. Each TDR loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified.

Current and past due loans held for investment (accruing and non-accruing) are summarized as follows:

	March 31, 2016
			30-89 Days		90+ Days				Total		Total
(in thousands)	Current		Past Due		Past Due		Non-accrual		Past Due		Loans
Commercial real estate:
Real estate term	$	579,483	$	767	$	—	$	3,796	$	4,563	$	584,046
Construction and land development		193,309		544		—		855		1,399		194,708
Total commercial real estate		772,792		1,311		—		4,651		5,962		778,754
Commercial and industrial		211,181		1,220		—		301		1,521		212,702
Consumer:
Residential and home equity		66,797		1,289		—		231		1,520		68,317
Consumer and other		14,013		206		4		-		210		14,223
Total consumer		80,810		1,495		4		231		1,730		82,540
Total gross loans	$	1,064,783	$	4,026	$	4	$	5,183	$	9,213	$	1,073,996

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

	December 31, 2015
			30-89 Days		90+ Days				Total		Total
(in thousands)	Current		Past Due		Past Due		Non-accrual		Past Due		Loans
Commercial real estate:
Real estate term	$	567,886	$	5,804	$	—	$	4,114	$	9,918	$	577,804
Construction and land development		170,495		7,784		—		1,385		9,169		179,664
Total commercial real estate		738,381		13,588		—		5,499		19,087		757,468
Commercial and industrial		205,765		1,315		—		1,197		2,512		208,277
Consumer:
Residential and home equity		69,950		588		—		631		1,219		71,169
Consumer and other		14,596		258		3		88		349		14,945
Total consumer		84,546		846		3		719		1,568		86,114
Total gross loans	$	1,028,692	$	15,749	$	3	$	7,415	$	23,167	$	1,051,859

Credit Quality Indicators:

In addition to past due and non-accrual criteria, the Company also analyzes loans using a loan grading system. Performance-based grading follows the Company’s definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications.

Definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows:

Pass: A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is considered remote.

Special Mention: A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, the Company is currently protected and loss is considered unlikely and not imminent.

Substandard: A Substandard asset is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have well defined weaknesses and are characterized by the distinct possibility that the Company may sustain some loss if deficiencies are not corrected.

Doubtful: A Doubtful asset has all the weaknesses inherent in a Substandard asset with the added characteristics that the weaknesses make collection or liquidation in full highly questionable.

For Consumer loans, the Company generally assigns internal risk grades similar to those described above based on payment performance.

Outstanding loan balances (accruing and non-accruing) categorized by these credit quality indicators are summarized as follows:

	March 31, 2016
			Special		Substandard		Total		Total
(in thousands)	Pass		Mention		and Doubtful		Loans		Allowance
Commercial real estate:
Real estate term	$	557,372	$	17,205	$	9,469	$	584,046	$	6,692
Construction and land development		188,522		2,456		3,730		194,708		4,344
Total commercial real estate		745,894		19,661		13,199		778,754		11,036
Commercial and industrial		201,043		5,655		6,004		212,702		3,921
Consumer loans:
Residential and home equity		64,083		2,354		1,880		68,317		595
Consumer and other		14,139		8		76		14,223		171
Total consumer		78,222		2,362		1,956		82,540		766
Total	$	1,025,159	$	27,678	$	21,159	$	1,073,996	$	15,723

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

	December 31, 2015
			Special		Substandard		Total		Total
(in thousands)	Pass		Mention		and Doubtful		Loans		Allowance
Commercial real estate:
Real estate term	$	551,001	$	16,326	$	10,477	$	577,804	$	6,783
Construction and land development		172,368		2,934		4,362		179,664		3,984
Total commercial real estate		723,369		19,260		14,839		757,468		10,767
Commercial and industrial		195,611		5,626		7,040		208,277		3,941
Consumer loans:
Residential and home equity		67,088		1,666		2,415		71,169		603
Consumer and other		14,816		36		93		14,945		246
Total consumer		81,904		1,702		2,508		86,114		849
Total	$	1,000,884	$	26,588	$	24,387	$	1,051,859	$	15,557

The ALLL and outstanding loan balances reviewed according to the Company’s impairment method are summarized as follows:

	March 31, 2016
	Real		Construction		Commercial		Residential		Consumer
	Estate		and Land		and		and		and
(in thousands)	Term		Development		Industrial		Home Equity		Other		Total
Allowance for loan losses:
Individually evaluated for impairment	$	279	$	67	$	928	$	79	$	-	$	1,353
Collectively evaluated for impairment		6,413		4,277		2,993		516		171		14,370
Total	$	6,692	$	4,344	$	3,921	$	595	$	171	$	15,723
Outstanding loan balances:
Individually evaluated for impairment	$	9,367	$	3,706	$	6,096	$	1,880	$	15	$	21,064
Collectively evaluated for impairment		574,679		191,002		206,606		66,437		14,208		1,052,932
Total gross loans	$	584,046	$	194,708	$	212,702	$	68,317	$	14,223	$	1,073,996

	December 31, 2015
	Real		Construction		Commercial		Residential		Consumer
	Estate		and Land		and		and		and
(in thousands)	Term		Development		Industrial		Home Equity		Other		Total
Allowance for loan losses:
Individually evaluated for impairment	$	283	$	67	$	1,078	$	79	$	15	$	1,522
Collectively evaluated for impairment		6,500		3,917		2,863		524		231		14,035
Total	$	6,783	$	3,984	$	3,941	$	603	$	246	$	15,557
Outstanding loan balances:
Individually evaluated for impairment	$	10,225	$	4,219	$	7,009	$	2,451	$	15	$	23,919
Collectively evaluated for impairment		567,579		175,445		201,268		68,718		14,930		1,027,940
Total gross loans	$	577,804	$	179,664	$	208,277	$	71,169	$	14,945	$	1,051,859

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

Information on impaired loans is summarized as follows:

	March 31, 2016
			Recorded Investment
	Unpaid						Total
	Principal		With No		With		Recorded		Related
(in thousands)	Balance		Allowance		Allowance		Investment		Allowance
Commercial real estate:
Real estate term	$	9,584	$	6,439	$	2,928	$	9,367	$	279
Construction and land development		5,559		3,494		212		3,706		67
Total commercial real estate		15,143		9,933		3,140		13,073		346
Commercial and industrial		6,510		2,909		3,187		6,096		928
Consumer loans:
Residential and home equity		1,925		1,447		433		1,880		79
Consumer and other		15		15		-		15		-
Total consumer		1,940		1,462		433		1,895		79
Total	$	23,593	$	14,304	$	6,760	$	21,064	$	1,353

	December 31, 2015
			Recorded Investment
	Unpaid						Total
	Principal		With No		With		Recorded		Related
(in thousands)	Balance		Allowance		Allowance		Investment		Allowance
Commercial real estate:
Real estate term	$	10,430	$	7,266	$	2,959	$	10,225	$	283
Construction and land development		6,055		4,007		212		4,219		67
Total commercial real estate		16,485		11,273		3,171		14,444		350
Commercial and industrial		7,562		3,510		3,499		7,009		1,078
Consumer loans:
Residential and home equity		2,514		2,019		432		2,451		79
Consumer and other		58		15		-		15		15
Total consumer		2,572		2,034		432		2,466		94
Total	$	26,619	$	16,817	$	7,102	$	23,919	$	1,522

The interest income recognized on impaired loans was as follows:

	Three Months Ended
	March 31, 2016				March 31, 2015
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
(in thousands)	Investment		Recognition		Investment		Recognition
Commercial real estate:
Real estate term	$	9,796	$	79	$	10,752	$	106
Construction and land development		3,963		55		5,780		80
Total commercial real estate		13,759		134		16,532		186
Commercial and industrial		6,552		88		4,777		44
Consumer loans:
Residential and home equity		2,166		22		3,354		29
Consumer and other		15		-		33		1
Total consumer		2,181		22		3,387		30
Total	$	22,492	$	244	$	24,696	$	260

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3 — Loans and Allowance for Loan Losses – Continued

Loans to affiliates — The Company has entered into loan transactions with certain directors, affiliated companies and executive committee members (“affiliates”). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. Total outstanding loans with affiliates were $63,000 and $521,000 as of March 31, 2016 and December 31, 2015, respectively. Available lines of credit for loans and credit cards to affiliates were $524,000 as of March 31, 2016.

Note 4 — Income Taxes

Income tax expense was $2.9 million and $2.5 million for the three months ended March 31, 2016 and 2015, respectively. The Company’s effective tax rate was 35.5% and 34.0% for the three months ended March 31, 2016 and 2015, respectively.

Note 5 — Commitments and Contingencies

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

Commitments to extend credit — In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and unused credit card lines, which are not included in the accompanying consolidated financial statements. The Company’s exposure to credit loss in the event of non-performance by other parties to the financial instruments for commitments to extend credit and unused credit card lines is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated balance sheets.

Contractual amounts of off-balance sheet financial instruments were as follows:

	March 31,		December 31,
(in thousands)	2016		2015
Commitments to extend credit, including unsecured commitments of $12,298 and $12,869 as of March 31, 2016 and December 31, 2015. respectively	$	418,005	$	382,928
Stand-by letters of credit and bond commitments, including unsecured commitments of $1,250 and $1,391 as of March 31, 2016 and December 31, 2015, respectively		33,204		36,333
Unused credit card lines, all unsecured		26,191		25,512

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5 — Commitments and Contingencies – Continued

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Unused credit card lines are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

Note 6 — Regulatory Capital Matters

The consolidated Tier 1 Leverage ratio increased from 13.42% at December 31, 2015 to 13.85% as of March 31, 2016. Federal Reserve Board Regulations require maintenance of certain minimum reserve balances based on certain average deposits which as of March 31, 2016 and December 31, 2015 were $6.6 million and $8.7 million, respectively. The Company’s Board of Directors may declare a cash or stock dividend out of retained earnings provided the regulatory minimum capital ratios are met. The Company plans to maintain capital ratios that meet the well-capitalized standards per the regulations and, therefore, plans to limit dividends to amounts that are appropriate to maintain those well-capitalized regulatory capital ratios.

Note 7 — Shareholders’ Equity

The Board of Directors began declaring quarterly dividends in 2015. Dividends on quarterly earnings are generally declared and paid subsequent to the end of the quarter.

Note 8 — Incentive Share-Based Plan and Other Employee Benefits

In June 2014, the Board of Directors (“Board”) and shareholders of the Company approved a share-based incentive plan (“the Plan”). The Plan provides for various share-based incentive awards including incentive share-based options, non-qualified share-based options, restricted shares, and stock appreciation rights to be granted to officers, directors and other key employees. The maximum aggregate number of shares that may be issued under the Plan is 800,000 common shares. The share-based awards are granted to participants under the Plan at a price not less than the fair value on the date of grant and for terms of up to ten years. The Plan also allows for granting of share-based awards to directors and consultants who are not employees of the Company.

During the three months ended March 31, 2016, the Company granted options for the purchase of 72,444 common shares, which have a weighted average exercise price of $15.48 per share and a weighted average fair value as of the date of grant of $2.22 per share. The options generally vest over periods from one to three years. The Company recorded share-based compensation expense of $127,000 and $109,000 for the three months ended March 31, 2016 and 2015, respectively.

Note 9 — Fair Value

Fair value measurements — Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, GAAP has established a hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

Level 1	Quoted prices in active markets for identical assets or liabilities.

Level 2	Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.

Level 3	Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9 — Fair Value – Continued

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation methodology:

Investment securities, available for sale — Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 includes securities that have quoted prices in an active market for identical assets. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows, and accordingly, are classified as Level 2 or 3. The Company has categorized its available-for-sale investment securities as Level 1 or 2.

Impaired loans and other real estate owned — Fair value applies to loans and other real estate owned measured for impairment. Impaired loans are measured at an observable market price (if available) or at the fair value of the loan’s collateral (if collateral dependent). Fair value of the loan’s collateral is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral. The Company has categorized its impaired loans and other real estate owned as Level 2.

Assets measured at fair value are summarized as follows:

(in thousands)	Level 1		Level 2		Level 3		Total
As of March 31, 2016
Fair valued on a recurring basis:
Investment securities available for sale	$	2,021	$	311,620	$	—	$	313,641
Fair valued on a non-recurring basis:
Impaired loans		—		5,407		—		5,407
Other real estate owned		—		407		—		407

As of December 31, 2015
Fair valued on a recurring basis:
Investment securities available for sale	$	2,017	$	330,719	$	—	$	332,736
Fair valued on a non-recurring basis:
Impaired loans		—		5,580		—		5,580
Other real estate owned		—		460		—		460

PEOPLE’S UTAH BANCORP AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9 — Fair Value – Continued

Fair value of financial instruments — The following table summarizes carrying amounts, estimated fair values and assumptions used to estimate fair values of financial instruments:

	Carrying		Estimated
(in thousands)	Value		Fair Value
As of December 31, 2015
Financial Assets:
Net loans held for investment	$	1,032,418	$	1,029,540
Financial Liabilities:
Interest bearing deposits		900,677		901,211

The fair values of financial assets and liabilities as of March 31, 2016 were not presented because the assumptions used to estimate fair values have not changed significantly from those used at December 31, 2015.

The above summary excludes financial assets and liabilities for which carrying value approximates fair value. For financial assets, these include cash and cash equivalents, held-to-maturity securities (see Note 2), loans held for sale, bank-owned life insurance, accrued interest receivable and FHLB stock. For financial liabilities, these include non-interest bearing deposits, short-term borrowings, and accrued interest payable. Also excluded from the summary are financial instruments recorded at fair value on a recurring basis, as previously described.

Fair values of off-balance sheet commitments such as lending commitments, standby letters of credit and guarantees are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of the fees as of March 31, 2016 and December 31, 2015 were insignificant.

The following methods and assumptions were used to estimate the fair value of financial instruments:

Net loans — The fair value is estimated by discounting the future cash flows and estimated prepayments using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term. Some loan types were valued at carrying value because of their floating rate or expected maturity characteristics.

Interest bearing deposits — The fair value of interest bearing deposits is estimated by discounting the estimated future cash flows using the rates currently offered for deposits with similar remaining maturities.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in the above methodologies and assumptions could significantly affect the estimates. Further, certain financial instruments and all non-financial instruments are excluded from the applicable disclosure requirements. Therefore, the fair value amounts shown in the table do not, by themselves, represent the underlying value of the Company as a whole.

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

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10–Q may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views and are not historical facts. These statements may include statements regarding projected performance for periods following the completion of this offering. These statements can generally be identified by use of phrases such as “believe,” “expect,” “will,” “seek,” “should,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “commit” or other words of similar import. Similarly, statements that describe our future financial condition, results of operations, objectives, strategies, plans, goals or future performance and business are also forward-looking statements. These forward-looking statements include but are not limited to, (i) our plans to originate direct equipment leasing nationwide through our GrowthFunding Equipment Finance division, and (ii) our plans to open new branches in the latter half of 2016 and the first quarter of 2017. Statements that project future final conditions, results of operations and shareholder value are not guarantees of performance and many of the factors that will determine these results and values are beyond our ability to control or predict. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These are forward-looking statements and involve known and unknown risks, uncertainties and other factors, including, but not limited to, those described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report and our Annual Report on Form 10-K for the year ended December 31, 2015 (“Form 10-K”), and other parts of this report that could cause our actual results to differ materially from those anticipated in these forward-looking statements. The following is a non-exclusive list of factors which could cause our actual results to differ materially from our forward-looking statements in this prospectus:

•

changes in general economic conditions, either nationally or in our local market;

•

inflation, interest rates, securities market volatility and monetary fluctuations;

•

increases in competitive pressures among financial institutions and businesses offering similar products and services;

•

higher defaults on our loan portfolio than we expect;

•

changes in management’s estimate of the adequacy of the allowance for loan losses;

•

risks associated with our growth and expansion strategy and related costs;

•

increased lending risks associated with our high concentration of real estate loans;

•

ability to successfully grow our business in Utah and neighboring states;

•

legislative or regulatory changes or changes in accounting principles, policies or guidelines;

•

technological changes;

•

regulatory or judicial proceedings; and

•

other factors and risks including those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and our Annual Report on Form 10-K for the year ended December 31, 2015.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, committed or believed.

Please take into account that forward-looking statements speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly our revisions to such forward-looking statements to reflect events or circumstances after the date of this Form 10-Q.

Overview

We are a bank holding company, formed in 1998 and headquartered in American Fork, Utah, which is located on the I-15 corridor between the cities of Salt Lake City and Provo. We have three divisions in our wholly-owned subsidiary, People’s Intermountain Bank (“PIB” or the “Bank”). We have 18 banking locations operating through two banking divisions, dba, BAF and LSB, which began offering banking services in 1913 and 1905, respectively. Our third division is GrowthFunding Equipment Finance, an equipment leasing operation which will originate direct equipment leasing products to businesses nationwide and to our banking customers. In the past we have acquired rental streams of payments from third-party leasing companies. We provide full-service retail banking in many of the leading population centers in the state of Utah, including a wide range of banking and related services to locally-owned businesses, professional firms, real estate developers, residential home builders, high net-worth individuals, investors and other customers. Our primary customers are small and medium-sized businesses that require highly personalized commercial banking products and services.

We believe our recent growth is a result of our ability to attract and retain high-quality associates, add branches in attractive markets and provide good customer service, as well as due to the expansion of our construction, land acquisition and development and commercial and industrial lending. The primary source of funding for our asset growth has been the generation of core deposits, which we accomplish through a combination of competitive pricing for local deposits coupled with expansion of our branch system. In addition to the four branches from the LSB merger, we have added two new branch offices since January 1, 2012 and plan to open two new branches in the latter half of 2016 and the first quarter of 2017.

Our results of operations are largely dependent on net interest income. Net interest income is the difference between interest income we earn on interest earning assets, which are comprised of loans, investment securities and short-term investments and the interest we pay on our interest bearing liabilities, which are primarily deposits, and, to a lesser extent, other borrowings. Deposits are our primary source of funding. Management strives to match the re-pricing characteristics of the interest earning assets and interest bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.

We measure our performance by calculating our net interest margin, return on average assets, and return on average equity. Net interest margin is calculated by dividing net interest income, which is the difference between interest income on interest earning assets and interest expense on interest bearing liabilities, by average interest earning assets. Net interest income is our largest source of revenue. Interest rate fluctuations, as well as changes in the amount and type of earning assets and liabilities, combine to affect net interest income. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense less merger-related costs, if applicable, by the sum of net interest income and non-interest income.

Key Factors in Evaluating Our Financial Condition and Results of Operations

As a bank holding company, we focus on a number of key factors in evaluating our financial condition and results of operations including:

•

Return on average equity;

•

Return on average assets;

•

Asset quality;

•

Asset growth;

•

Capital and liquidity;

•

Net interest margin; and

•

Operating efficiency.

The chart below shows these key financial measures:

	Year to Date
	March 31,			March 31,
(Dollars in thousands except per share amounts)	2016			2015
Net income	$	5,243		$	4,798
Basic earnings per share		0.30			0.32
Diluted earnings per share		0.29			0.31
Total assets		1,555,672			1,409,097
Total loans, net		1,067,546			957,435
Total deposits		1,324,316			1,233,462
Net interest margin		4.58	%		4.42	%
Efficiency ratio		59.30	%		60.18	%
Return on average assets		1.36	%		1.40	%
Return on average equity		9.88	%		12.08	%
Average equity to average assets		13.80	%		11.58	%
Non-performing assets to total assets		0.37	%		0.56	%
Liquidity ratio ⁽¹⁾		28.85	%		29.16	%

⁽¹⁾

The liquidity ratio is the sum of cash equivalents and investment securities, less investment securities pledged as collateral against short-term borrowings, all divided by total liabilities. Pledged investment securities were $38.2 million and $37.2 million at March 31, 2016 and March 31, 2015, respectively.

Return on Average Equity. We measure the return to our shareholders through a return on average equity, or ROE, calculation. Our net income for the three months ended March 31, 2016 increased 9.3% to $5.2 million from $4.8 million for the comparable period in 2015. Net income for the three months ended March 31, 2016 increased primarily due to an increase to net loans from loan growth, a higher net interest margin and partially offset by an increase in operating expenses and a decline in non-interest income. Basic earnings per share, or EPS, was $0.30 for the three months ended March 31, 2016 compared to $0.32 for the comparable period in 2015. Diluted EPS was $0.29 per share for the three months ended March 31, 2016 compared to $0.31 per share for the comparable period in 2015. Earnings per share was impacted by a 2.9 million or 19.4% increase in weighted average shares resulting from our initial public offering (“IPO”) in June 2015. Our ROE decreased to 9.88% for the three months ended March 31, 2016 compared to 12.08% for the comparable period in 2015 due primarily from the additional equity of $34.9 million from our IPO. Future returns on average equity may be impacted by the additional equity from the IPO.

Return on Average Assets. We measure asset utilization through a return on average assets, or ROA, calculation. For the three months ended March 31, 2016 our ROA was 1.36% compared to 1.40% for the three months ended March 31, 2015. Although net income in the first quarter of 2016 exceeded the comparable quarter in 2015, ROA decreased in the first quarter of 2016 compared to the same period in 2015 primarily due to higher average asset balances.

Asset Quality. Since the majority of our performing assets are loans, we measure asset quality in terms of non-performing assets as a percentage of total assets. This measurement is used in determining asset quality and its potential effect on future earnings. Due to improving asset quality, non-performing assets as a percentage of total assets were 0.37% as of March 31, 2016 compared to 0.56% as of March 31, 2015. Nonperforming assets are loans that are 90 days or more past due or have been placed on nonaccrual status, or are other real estate owned, or OREO.

Asset Growth. Revenue growth and EPS are directly related to earning assets growth. In descending order, our earning assets are loans, investments (including federal funds) and interest earning balances. As of March 31, 2016, total assets grew 10.4% from March 31, 2015, total net loans increased by 11.5% and cash equivalents combined with investment securities increased 6.1%. Loan growth in 2016 came primarily from the increased level of commercial & industrial lending and real estate lending activities.

Capital and Liquidity. Maintaining appropriate capital and liquidity levels is imperative for us to continue our strong growth levels. We have been successful in maintaining capital levels well above the minimum regulatory requirements, which we believe has enabled our growth strategy. We raised approximately $34.9 million in new capital from our IPO. We plan to utilize the additional capital for expansion purposes, both organic and through acquisition, and for general corporate purposes. Our average equity to average assets ratio as of March 31, 2016 was 13.80% compared to 11.58% as of March 31, 2015. We monitor liquidity levels to ensure we have adequate sources available to fund our loan growth and to accommodate daily operations. The key measure we use to monitor liquidity is our liquidity ratio which is calculated as cash and cash equivalents plus unpledged investment securities divided by total liabilities. Our liquidity ratio was 28.85% as of March 31, 2016, compared to 29.16% as of March 31, 2015.

Net Interest Margin. Net interest margin is a metric that allows us to gauge our loan pricing and funding cost relationship. For the three months ended March 31, 2016 and 2015, our net interest margin was 4.58% and 4.42%, respectively. The improvement in net interest margin is attributable primarily to higher loan volumes, higher loan yields and lower costs of interest-bearing liabilities.

Operating Efficiency. Operating efficiency is the measure of how much it costs us to generate each dollar of revenue. A lower percentage indicates a better operating efficiency. Our efficiency ratio is calculated as the sum of non-interest expense less merger related expenses, if applicable, divided by the sum of net interest income and non-interest income and was 59.30% for the three months ended March 31, as compared to 60.18% for the three months ended March 31, 2015.

Results of Operations

Factors that determine the level of net income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, fee income, non-interest expense, the level of non-performing loans and other non-earning assets, and the amount of non-interest bearing liabilities supporting earning assets. Non-interest income primarily includes service charges and other fees on deposits, and mortgage banking income. Non-interest expense consists primarily of employee compensation and benefits, occupancy, equipment and depreciation expense, and other operating expenses.

Average Balance and Yields. The following tables set forth a summary of average balances with corresponding interest income and interest expense as well as average yield, cost and net interest margin information for the periods presented. Average balances are derived from daily balances. Average non-accrual loans are derived from quarterly balances and are included as non-interest earning assets for purposes of these tables.

	Three Months Ended
	March 31, 2016								March 31, 2015
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
(Dollars in thousands, except footnotes)	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Interest earning deposits in other banks and federal funds sold	$	15,848		$	18		0.46	%	$	56,119		$	27		0.20	%
Securities: ⁽¹⁾
Taxable securities		291,626			1,139		1.57	%		245,208			1,023		1.69	%
Non-taxable securities⁽²⁾		95,418			682		2.87	%		76,695			538		2.84	%
Loans^{(3) (4)}		1,060,790			15,851		6.01	%		948,681			13,809		5.90	%
Non-marketable equity securities		2,737			2		0.29	%		2,621			1		0.15	%
Total interest earning assets		1,466,419		$	17,692		4.85	%		1,329,324		$	15,398		4.70	%
Allowance for loan losses		(15,593	)							(15,240	)
Non-interest earning assets		96,119								76,992
Total average assets	$	1,546,945							$	1,391,076
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest bearing deposits:
Demand and savings accounts	$	581,846		$	403		0.28	%	$	541,265		$	373		0.28	%
Money market accounts		147,289			94		0.26	%		140,605			79		0.23	%
Certificates of deposit, under $100,000		97,821			85		0.35	%		111,263			124		0.45	%
Certificates of deposit, $100,000 and over		75,862			135		0.72	%		88,244			183		0.84	%
Total interest bearing deposits		902,818			717		0.32	%		881,377			759		0.35	%
Short-term borrowings		31,363			37		0.47	%		1,681			1		0.24	%
Total interest bearing liabilities		934,181		$	754		0.32	%		883,058		$	760		0.35	%
Other non-interest bearing liabilities		399,321								346,927
Shareholders’ equity		213,443								161,091
Total average liabilities and shareholders’ equity	$	1,546,945							$	1,391,076
Net interest income (tax-equivalent)				$	16,938							$	14,638
Interest rate spread (tax-equivalent)							4.53	%							4.35	%
Net interest margin (tax-equivalent) ⁽⁵⁾							4.65	%							4.47	%

⁽¹⁾	Excludes average unrealized gains of $726,000 and $1.7 million for the three months ended March 31, 2016 and 2015, respectively, which are included in non-interest earning assets.

⁽²⁾	Calculated on a fully tax equivalent basis using an assumed tax rate of 35%, which includes federal tax benefits relating to income earned on municipal securities totaling $238,000 and $140,000 for the three months ended March 31, 2016 and 2015, respectively.

⁽³⁾	Loan interest income includes loan fees of $1.3 million and $982,000 for the three months ended March 31, 2016 and 2015, respectively.

⁽⁴⁾	Average loans do not include average non-accrual loans of $6.3 million and $7.1 million for the three months ended March 31, 2016 and 2015, respectively, which are included in non-interest earning assets.

⁽⁵⁾	Net interest margin is computed by dividing net interest income (tax-equivalent) by average interest earning assets.

Rate/Volume Analysis. The following table shows the change in interest income and interest expense and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates. For purposes of this table, the change in interest due to both volume and rate has been allocated to change due to volume and rate in proportion to the relationship of absolute dollar amounts of change in each.

	Three Months Ended March 31,
	2016 vs. 2015
	Increase (Decrease) Due to:
(in thousands)	Volume			Rate			Net
Interest income:
Interest earning deposits in other banks and federal funds sold	$	(28	)	$	19		$	(9	)
Taxable securities		184			(68	)		116
Non-taxable securities ⁽¹⁾		134			10			144
Loans		1,667			375			2,042
Federal Home Loan Bank stock		-			1			1
Total interest income (tax-equivalent)		1,957			337			2,294
Interest expense:
Demand and savings accounts		28			2			30
Money market accounts		4			11			15
Certificates of deposit, under $100,000		(14	)		(25	)		(39	)
Certificates of deposit, $100,000 and over		(24	)		(24	)		(48	)
Short-term borrowings		34			2			36
Total interest expense		28			(34	)		(6	)
Net interest income (tax-equivalent)	$	1,929		$	371		$	2,300

⁽¹⁾	Tax equivalent income calculated on a fully tax-equivalent basis using an assumed tax rate of 35%.

Net interest income (tax-equivalent) increased $2.3 million for the three months ended March 31, 2016 compared to same period in 2015. The increase in interest income was primarily driven by increased organic loan volumes. Additional increases in interest income from slightly higher loan yields were offset by lower average rates on investment securities. Additionally, interest expense also decreased for the three months ended March 31, 2016 compared to the same period in 2015 due to lower deposit interest rates, offsetting the additional interest expense resulting from deposit growth.

Financial Overview for the Three Months Ended March 31, 2016 and 2015

	Three Months Ended
	March 31,		March 31,
(in thousands)	2016		2015		$ Change			% Change
Interest income	$	17,454	$	15,259	$	2,195			14.4	%
Interest expense		754		760		(6	)		-0.8	%
Net interest income		16,700		14,499		2,201			15.2	%
Provision for loan losses		200		150		50			33.3	%
Net interest income after provision for loan losses		16,500		14,349		2,151			15.0	%
Non-interest income		3,763		4,144		(381	)		-9.2	%
Non-interest expense		12,135		11,219		916			8.2	%
Income before income tax expense		8,128		7,274		854			11.7	%
Income tax expense		2,885		2,476		409			16.5	%
Net income	$	5,243	$	4,798	$	445			9.3	%

Net Income. Our net income grew by $445,000 or 9.3% to $5.2 million for the quarter ended March 31, 2016 as compared to $4.8 million for the same quarter in 2015. This was attributable principally to an increase in net interest income of $2.2 million offset by a higher loan loss provision expense of $50,000, an increase of $916,000 in non-interest expenses, $409,000 of higher income tax expense and lower non-interest income of $381,000.

Net Interest Income and Net Interest Margin. The increase in net interest income for the quarter ended March 31, 2016 compared to the same quarter in 2015 was primarily driven by interest earned on a higher volume in average loans attributable to internal growth. An increase in interest income from slightly higher loan yields was offset by a decrease from lower yields on investment securities. Interest expense in the quarter ended March 31, 2016 decreased from the same period in 2015 due to lower rates paid on deposits.

The tax-equivalent yield on our average interest earning assets was 4.85% for the quarter ended March 31, 2016 compared to 4.70% for the comparable quarter in 2015. The cost of funding our earning assets declined in the quarter ended March 31, 2016 to 0.32% from 0.35% in the comparable quarter in 2015 because of lower rates paid on deposits and accretion of fair value adjustments to certificates of deposit.

Provision for Loan Losses. The provision for loan losses in each period is a charge against earnings in that period. The provision is that amount required to maintain the allowance for loan losses at a level that, in management’s judgment, is adequate to absorb loan losses inherent in the loan portfolio.

The provision for loan losses for the quarters ended March 31, 2016 and 2015 was $200,000 and $150,000, respectively. We have experienced improving credit quality in our loan portfolio and lower net charge-offs compared to the comparable quarter in 2015. The provision for loan losses in both periods was primarily due to relative increases in loan balances.

Non-interest Income. The following table presents, for the periods indicated, the major categories of non-interest income:

	Three Months Ended
	March 31,		March 31,
(in thousands)	2016		2015		$ Change			% Change
Service charges on deposit accounts	$	513	$	643	$	(130	)		-20.2	%
Card processing		1,031		1,002		29			2.9	%
Mortgage banking		1,748		1,772		(24	)		-1.4	%
Other operating		471		727		(256	)		-35.2	%
Total non-interest income	$	3,763	$	4,144	$	(381	)		-9.2	%

The decrease in total non-interest income during the quarter ended March 31, 2016 compared to the same quarter in 2015 was primarily influenced by lower service charges on deposit accounts primarily due to reduced volume of processed and returned items in the first quarter of 2016, and a gain of approximately $330,000 on the sale of other foreclosed assets in the quarter ended March 31, 2015.

Non-interest Expense. The following table presents, for the periods indicated, the major categories of non-interest expense:

	Three Months Ended
	March 31,		March 31,
(in thousands)	2016		2015		$ Change			% Change
Salaries and employee benefits	$	7,884	$	7,194	$	690			9.6	%
Occupancy, equipment and depreciation		988		990		(2	)		-0.2	%
Data processing		777		689		88			12.8	%
FDIC premiums		195		187		8			4.3	%
Card processing		590		470		120			25.5	%
Other real estate owned		32		17		15			88.2	%
Marketing and advertising		169		173		(4	)		-2.3	%
Other		1,500		1,499		1			0.1	%
Total non-interest expense	$	12,135	$	11,219	$	916			8.2	%

Non-interest expense for the first quarter of 2016 increased $916,000 compared to the comparable period in 2015, primarily due to higher salaries and benefits of $0.7 million and various other expenses of $0.2 million, including expenses related to higher card processing costs. The increase in salaries and benefits is primarily due to annual salary increases, higher payroll tax and medical benefits, new hires related to the planned expansion of our leasing division, and variable compensation costs to support our balance sheet and income growth.

Provision for Income Taxes. We recorded a tax provision of $2.9 million for the quarter ended March 31, 2016 compared to $2.5 million for the same period in 2015. The effective tax rate for the first quarter of 2016 was 35.5% compared to 34.0% in the first quarter of 2015. The tax rate in 2016 is higher than 2015 due primarily to a one-time tax credit of approximately $400,000 in 2015.

Financial Condition

Our total assets as of March 31, 2016 were $1.56 billion, basically flat compared to December 31, 2015. Our total loans held for investment as of March 31, 2016 were $1.07 billion, an increase of 2.1% from December 31, 2015. Total deposits as of March 31, 2016 were $1.32 billion, an increase of 1.2% compared to December 31, 2015. We had approximately $25 million in Federal Home Loan Bank borrowings as of December 31, 2015, which was paid down as of March 31, 2016.

Loans

The following table sets forth information regarding the composition of the loan portfolio at the end of each of the periods presented.

	March 31,			December 31,
(Dollars in thousands)	2016			2015
Loans held for sale	$	13,123		$	17,947
Loans held for investment:
Commercial real estate loans:
Real estate term		584,046			577,804
Construction and land development		194,708			179,664
Total commercial real estate loans		778,754			757,468
Commercial and industrial		212,702			208,277
Consumer loans:
Residential and home equity		68,317			71,169
Consumer and other		14,223			14,945
Total consumer loans		82,540			86,114
Total loans held for investment		1,073,996			1,051,859
Net deferred loan fees		(3,850	)		(3,884	)
Allowance for loan losses		(15,723	)		(15,557	)
Loans held for investment, net		1,054,423			1,032,418
Total loans, net	$	1,067,546		$	1,050,365

	March 31,			December 31,
(Percentage of total loans held for investment)	2016			2015
Loans held for investment:
Commercial real estate loans:
Real estate term		54.4	%		54.9	%
Construction and land development		18.1	%		17.1	%
Total commercial real estate loans		72.5	%		72.0	%
Commercial and industrial		19.8	%		19.8	%
Consumer loans:
Residential and home equity		6.4	%		6.8	%
Consumer and other		1.3	%		1.4	%
Total consumer loans		7.7	%		8.2	%
Total loans held for investment		100.0	%		100.0	%

We originate certain residential mortgage loans for sale to investors that are carried at cost. Due to the short period held, generally less than 90 days, we consider these loans held for sale to be carried at fair value.

The following tables show the amounts of outstanding loans, which, based on remaining scheduled repayments of principal, were due in one year or less, more than one year through five years, and more than five years. Lines of credit or other loans having no stated maturity and no stated schedule of repayments are reported as due in one year or less. In the table below, loans are classified as real estate related if they are collateralized by real estate. The tables also present, for loans with maturities over one year, an analysis with respect to fixed interest rate loans and adjustable interest rate loans.

Contractual maturities as of March 31, 2016 are as follows:

										Rate Structure for
										Loans Maturing Over
	Maturity									One Year
				One
	One			through		After
	Year			Five		Five						Adjustable
(in thousands)	or Less			Years		Years		Total		Fixed Rate		Rate
Loans held for investment:
Commercial real estate loans:
Real estate term	$	62,603		$	256,896	$	264,547	$	584,046	$	181,165	$	340,278
Construction and land development		169,121			21,450		4,137		194,708		13,398		12,189
Total commercial real estate loans		231,724			278,346		268,684		778,754		194,563		352,467
Commercial and industrial		91,401			94,861		26,440		212,702		87,100		34,201
Consumer loans:
Residential and home equity		11,235			25,371		31,711		68,317		10,561		46,521
Consumer and other		5,850			6,967		1,406		14,223		7,852		521
Total consumer loans		17,085			32,338		33,117		82,540		18,413		47,042
Total gross loans held for investment	$	340,210	⁽¹⁾	$	405,545	$	328,241	$	1,073,996	$	300,076	$	433,710	⁽¹⁾

⁽¹⁾	The sum of adjustable rate loans maturing after one year and total loans maturing within one year is $774 million or 72.1% of total loans at March 31, 2016.

Concentrations. As of March 31, 2016, in management’s judgment, a concentration of loans existed in real estate related loans. At that date, real estate related loans comprised 78.9% of total loans held for investment, of which commercial real estate represents 54.4%, 18.1% are construction and land development loans, and 6.4% are residential and home equity loans. We require collateral on real estate lending arrangements and typically maintain loan-to-value ratios of up to 80%, except for some residential construction loans of up to 95% loan-to-value provided the loan includes pre-approved long-term financing. We have been changing our loan

portfolio mix since 2011 resulting in an increase in our concentration of commercial and industrial loans from 15.1% as of December 31, 2011 to 19.8% as of March 31, 2016.

Non-Performing Assets. Loans are placed on non-accrual status when they become 90 days or more past due or at such earlier time as management determines timely recognition of interest to be in doubt. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, collection efforts, and the borrower’s financial condition, that the borrower will be unable to make payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received, or payment is considered certain. Loans may be returned to accrual status when all delinquent interest and principal amounts contractually due are brought current and future payments are reasonably assured.

The following table summarizes the loans for which the accrual of interest has been discontinued and loans more than 90 days past due and still accruing interest, including those non-accrual loans that are troubled-debt restructured loans, and OREO:

	March 31,			December 31,
(Dollars in thousands)	2016			2015
Non-accrual loans, not troubled-debt restructured
Real estate term	$	2,922		$	2,961
Construction and land development		71			56
Commercial and industrial		281			1,176
Residential and home equity		231			631
Consumer and other		—			88
Total non-accrual, not troubled-debt restructured loans		3,505			4,912
Troubled-debt restructured loans non-accrual
Real estate term		874			1,153
Construction and land development		784			1,329
Commercial and industrial		20			21
Residential and home equity		—			—
Consumer and other		—			—
Total troubled-debt restructured, non-accrual loans		1,678			2,503
Total non-accrual loans⁽¹⁾		5,183			7,415
Accruing loans past due 90 days or more		4			3
Total non-performing loans (NPL)		5,187			7,418
OREO		644			568
Total non-performing assets (NPA)⁽²⁾	$	5,831		$	7,986
Accruing troubled debt restructured loans	$	6,715		$	7,049
Non-accrual troubled debt restructured loans		1,678			2,503
Total troubled debt restructured loans	$	8,393		$	9,552
Selected ratios:
NPL to total loans		0.49	%		0.72	%
NPA to total assets		0.37	%		0.51	%

⁽¹⁾	We estimate that approximately $93,000 and $453,000 of interest income would have been recognized on loans accounted for on a non-accrual basis for the three months ended March 31, 2016 and the year ended December 31, 2015, respectively, had such loans performed pursuant to contractual terms.

⁽²⁾	As of March 31, 2016 and December 31, 2015, non-performing assets had not been reduced by U.S. government guarantees of $32,000 and $437,000, respectively.

Impaired Loans. Impaired loans are loans for which it is probable that we will be unable to collect all principal and interest payments due according to the contractual terms of the loan agreement. We measure impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral, if the loan is collateral-dependent.

In determining whether or not a loan is impaired, we consider payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case

basis, taking into consideration all the circumstances surrounding the loan and borrower, including the length of delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Loans for which an insignificant shortfall in amount of payments is anticipated, but where we expect to collect all amounts due, are not considered impaired.

Troubled-debt Restructured Loans. A restructured loan is considered a troubled debt restructured loan, or TDR, if we, for economic or legal reasons related to the debtor’s financial difficulties, grant a concession in terms or a below-market interest rate to the debtor that we would not otherwise consider. We had TDR loans of $8.4 million and $9.6 million as of March 31, 2016 and December 31, 2015, respectively. Our TDR loans are considered impaired loans of which $1.7 million and $2.5 million as of March 31, 2016 and December 31, 2015, respectively, are designated as non-accrual.

Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified.

OREO Properties. OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. All OREO properties are recorded by us at amounts equal to or less than the fair market value of the properties based on current independent appraisals reduced by estimated selling costs. The following table provides a summary of the changes in the OREO balance:

	Three Months Ended
	March 31,			March 31,
(in thousands)	2016			2015
Balance, beginning of period	$	568		$	1,673
Additions		237			—
Write-downs		(53	)		—
Sales		(108	)		(75	)
Balance, end of period	$	644		$	1,598

Allowance for Loan Losses

We maintain an adequate allowance for loan losses, or ALLL, based on a comprehensive methodology that assesses the losses inherent in the loan portfolio. Our ALLL is based on a continuing review of loans which includes consideration of actual loss experience, changes in the size and character of the portfolio, identification of individual problem situations which may affect the borrower’s ability to repay, evaluations of the prevailing and anticipated economic conditions, and other qualitative factors. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

Our ALLL is increased by charges to income and decreased by charge-offs (net of recoveries). While we use available information to recognize losses on loans, changes in economic conditions may necessitate revision of the estimate in future years.

The ALLL consists of specific and general components. The specific component relates to loans determined to be impaired that are individually evaluated for impairment. For impaired loans individually evaluated, an allowance is established when the discounted cash flows, or the fair value of the collateral if the loans are collateral-dependent, of the impaired loan are lower than the carrying value of the loan. The general component covers all loans not individually evaluated for impairment and is based on historical loss experience adjusted for qualitative factors. Various qualitative factors are considered including changes to underwriting policies, loan concentrations, volume and mix of loans, size and complexity of individual credits, locations of credits and new market areas, changes in local and national economic conditions, and trends in past due, non-accrual and classified loan balances.

The following table sets forth the activity in our allowance for loan losses for the periods indicated:

	Three Months Ended
	March 31,			March 31,
(Dollars in thousands)	2016			2015
Allowance for loan losses:
Beginning balance	$	15,557		$	15,151
Loans charged off:
Real estate term		—			—
Construction and land development		—			—
Commercial and industrial		(72	)		(15	)
Residential and home equity		—			—
Consumer and other		(64	)		(93	)
Total		(136	)		(108	)
Recoveries:
Real estate term		4			5
Construction and land development		16			3
Commercial and industrial		37			71
Residential and home equity		4			5
Consumer and other		41			20
Total		102			104
Net loan charge off		(34	)		(4	)
Provision for loan losses		200			150
Ending balance	$	15,723		$	15,297
Gross loans including loans held for sale	$	1,087,119		$	976,030
Average loans		1,060,790			948,681
Non-performing loans		5,187			6,316
Selected ratios:
Net charge-offs to average loans		0.01	%		0.00	%
Provision for loan losses to average loans		0.08	%		0.06	%
Allowance for loan losses to loans outstanding at end of period		1.45	%		1.57	%

The decrease in ALLL as a percentage of total loans from 2015 to 2016 is attributable to overall improvement in the credit quality of the underlying loan portfolio.

Our construction and land development portfolio reflects some borrower concentration risk, and also carries the enhanced risks encountered with construction loans generally. We also finance contractors on a speculative basis. Construction and land development loans are generally more risky than permanent mortgage loans because they are dependent upon the borrower’s ability to generate cash to service the loan, and the value of the collateral depends on project completion when market conditions may have changed.

Our commercial real estate loans are a mixture of new and seasoned properties, retail, office, warehouse, and some industrial properties. Loans on properties are usually underwritten at a loan to value ratio of up to 75% with a minimum debt coverage ratio of 1.25 times.

We allocate our allowance for loan losses by assigning general percentages to our major loan categories (construction and land development, commercial real estate term, residential real estate, C&I and consumer), assigning specific percentages to each category of loans graded in accordance with the guidelines established by our regulatory agencies, and making specific allocations to impaired loans when factors are present requiring a greater reserve than would be required using the assigned risk rating allocation, which is typically based on a review of appraisals or other collateral analysis.

The following table indicates management’s allocation of the allowance and the percent of loans in each category to total loans as of each of the following dates:

	March 31,		December 31,
(in thousands)	2016		2015
Commercial real estate loans:
Real estate term	$	6,692	$	6,783
Construction and land development		4,344		3,984
Total commercial real estate loans		11,036		10,767
Commercial and industrial		3,921		3,941
Consumer loans:
Residential and home equity		595		603
Consumer and other		171		246
Total consumer loans		766		849
Total	$	15,723	$	15,557

	March 31,			December 31,
(Percentage of total loans held for investment)	2016			2015
Commercial real estate loans:
Real estate term		54.4	%		54.9	%
Construction and land development		18.1	%		17.1	%
Total commercial real estate loans		72.5	%		72.0	%
Commercial and industrial		19.8	%		19.8	%
Consumer loans:
Residential and home equity		6.4	%		6.8	%
Consumer and other		1.3	%		1.4	%
Total consumer loans		7.7	%		8.2	%
Total		100.0	%		100.0	%

Investments

The carrying value of our investment securities totaled $377.9 million as of March 31, 2016 and $398.6 million as of December 31, 2015. Our portfolio of investment securities is comprised of both available-for-sale securities and securities that we intend to hold to maturity. As of March 31, 2016, we held no investment securities from any issuer which totaled over 10% of our shareholders’ equity.

The carrying value of our portfolio of investment securities was as follows:

	March 31,		December 31,
(in thousands)	2016		2015
Available for sale securities:
U.S. Government agencies	$	96,680	$	103,990
Municipal securities		35,777		37,730
Mortgage-backed securities		171,545		181,386
Corporate securities		9,639		9,630
Total		313,641		332,736
Held to maturity securities:
Municipal securities		62,040		63,650
Other securities		2,232		2,232
Total		64,272		65,882
Total investment securities	$	377,913	$	398,618

The following table shows the amortized cost for maturities of investment securities and the weighted average yields of such securities, including the benefit of tax-exempt securities:

Investment securities maturities as of March 31, 2016:

						After One but					After Five but
	Within One Year					within Five Years					within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available for sale securities:
U.S. Government agencies	$	3,006		0.69	%	$	93,573		1.11	%	$	-		0.00	%	$	-		0.00	%	$	96,579		1.09	%
Municipal securities		10,332		3.14	%		16,656		4.27	%		6,978		4.07	%		987		3.64	%		34,953		3.88	%
Mortgage-backed securities		-		0.00	%		3,246		1.56	%		48,476		1.62	%		118,690		1.98	%		170,412		1.87	%
Other securities		-		0.00	%		3,000		1.62	%		4,000		1.63	%		3,000		4.00	%		10,000		2.34	%
Total		13,338		2.59	%		116,475		1.59	%		59,454		1.91	%		122,677		2.04	%		311,944		1.87	%
Held to maturity securities:
Municipal securities		5,986		1.61	%		42,571		2.29	%		13,483		2.75	%		-		0.00	%		62,040		2.32	%
Other securities		2,232		1.04	%		-		0.00	%		-		0.00	%		-		0.00	%		2,232		1.04	%
Total		8,218		1.45	%		42,571		2.29	%		13,483		2.75	%		-		0.00	%		64,272		2.28	%
Total investment securities	$	21,556		2.15	%	$	159,046		1.77	%	$	72,937		2.06	%	$	122,677		2.04	%	$	376,216		1.94	%

Expected maturities may differ from contractual maturities because issuers may have the right to call obligations with or without penalties.

We evaluate securities for other-than-temporary impairment at least on an annual basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Deposits

Total deposits were $1.32 billion as of March 31, 2016 and $1.31 billion as of December 31, 2015. The increase in total deposits is attributed primarily to our growth in existing markets and entering into new markets. Non-interest bearing demand deposits was $407.8 million, or 30.8% of total deposits as of March 31, 2016 compared to 31.2% as of December 31, 2015. Interest bearing deposits are comprised of money market accounts, regular savings accounts, certificates of deposit of under $100,000 and certificates of deposit of $100,000 or more.

The following table shows the average amount and average rate paid on the categories of deposits for each of the periods presented:

	Year to Date					Year Ended
	March 31, 2016					December 31, 2015
	Average		Average			Average		Average
(Dollars in thousands)	Balance		Rate			Balance		Rate
Non-interest bearing deposits	$	389,120		0.00	%	$	379,468		0.00	%
Interest bearing deposits:
Interest bearing demand and savings		581,846		0.28	%		557,917		0.28	%
Money market		147,289		0.26	%		143,766		0.23	%
Certificates of deposit under $100,000		97,821		0.35	%		105,780		0.41	%
Certificates of deposit $100,000 and over		75,862		0.72	%		82,653		0.78	%
Total interest bearing deposits		902,818		0.32	%		890,116		0.33	%
Total	$	1,291,938				$	1,269,584

Additionally, the following table shows the maturities of CDs of $100,000 or more:

	March 31,
(in thousands)	2016
Due in three months or less	$	13,539
Due in over three months through six months		9,178
Due in over six months through twelve months		20,156
Due in over twelve months		39,230
Total	$	82,103

Deposits are gathered from individuals, partnerships and corporations in our market areas. The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing.

Shareholders’ Equity

As of March 31, 2016, our shareholders’ equity totaled $215.4 million, an increase of $6.0 million or 2.9% since December 31, 2015. The increase in shareholders’ equity for the three month period ended March 31, 2016 was primarily due to net income of $5.2 million for the three month period ended March 31, 2016 less dividends declared of $1.2 million, and the increase of $1.4 million in accumulated other comprehensive income.

We began paying quarterly dividends in 2015 with the dividend being declared after the end of each quarter. Quarterly dividends of $0.07 per share were declared during the first quarter of 2016 representing 23.7% of the net income for the three months ended March 31, 2016. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.

Capital Resources

Since January 2015, we have been subject to new risk-based capital adequacy guidelines related to the adoption of U.S. Basel III Capital Rules which impose higher risk-based capital and leverage requirements than those previously in place. Specifically, the rules impose, among other requirements, new minimum capital requirements including a Tier 1 leverage capital ratio of 4.0%, a new common equity Tier 1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6% and a total risk-based capital ratio of 8%. Since we only have common equity, our common equity Tier 1 risk-based capital ratio and our Tier 1 risk-based capital ratio are the same. Therefore, we only disclose our Tier 1 risk-based capital ratio since it has a higher required ratio for minimum and well-capitalized banks.

The following table sets forth our capital ratios.

	Basel III
	Regulatory
	Requirements -
	Well Capitalized			PUB
	(Greater than or			Actual as of			Actual as of			Actual as of
	Equal to Stated			March 31,			December 31,			March 31,
	Percentage)			2016			2015			2015
Tier 1 leverage capital ratio	NA				13.85	%		13.42	%		11.63	%
Tier 1 risk-based capital		8.00	%		17.81	%		17.76	%		15.21	%
Total risk-based capital		10.00	%		19.08	%		19.02	%		16.32	%

PUB and the Bank were well-capitalized as of March 31, 2016, December 31, 2015 and March 31, 2015 for federal regulatory purposes.

Off-Balance Sheet Arrangements

The following table sets forth our off-balance sheet lending commitments as of March 31, 2016:

			Amount of Commitment Expiration Per Period
	Total				One to		Three to		After
	Amounts		Less than		Three		Five		Five
Other Commitments (in thousands)	Committed		One Year		Years		Years		Years
Commitments to extend credit	$	418,005	$	287,336	$	68,852	$	15,813	$	46,004
Standby letters of credit		33,204		33,204		-		-		-
Credit cards		26,191		26,191		-		-		-
Total	$	477,400	$	346,731	$	68,852	$	15,813	$	46,004

Contractual Obligations

The following table sets forth our significant contractual obligations as of March 31, 2016:

			Payments Due by Period
					One to		Three to		After
			Less than		Three		Five		Five
Contractual Obligations (in thousands)	Total		One Year		Years		Years		Years
Time certificates of deposit	$	172,030	$	96,860	$	49,082	$	23,692	$	2,396
Deposits without stated maturity		1,152,286		1,152,286		-		-		-
Short-term borrowings		2,549		2,549		-		-		-
Total	$	1,326,865	$	1,251,695	$	49,082	$	23,692	$	2,396

Liquidity

The ability to have readily available funds sufficient to repay fully maturing liabilities is of primary importance to depositors, creditors and regulators. Our liquidity, represented by cash borrowing lines, federal funds and available-for-sale securities, is a result of our operating, investing and financing activities and related cash flows. In order to ensure funds are available at all times, we devote resources to projecting on a monthly basis the amount of funds that will be required and we maintain relationships with a diversified customer base so funds are accessible. Liquidity requirements can also be met through short-term borrowings or the disposition of short-term assets. We have borrowing lines at correspondent banks totaling $25.0 million. In addition, we have current borrowing lines with the FHLB, totaling $199.7 million as of March 31, 2016, which are secured by various real estate loans pledged as collateral totaling $322.1 million.

We believe our liquid assets are adequate to meet our cash flow needs for loan funding and deposit cash withdrawal for the next 60 to 90 days. As of March 31, 2016, we had approximately $335.5 million in net liquid assets comprised of $46.9 million in cash and cash equivalents, including interest bearing deposits of $20.4 million and federal funds sold of $5.5 million, $313.6 million in available-for-sale securities and $13.1 million in loans held for sale, less $38.2 million pledged as collateral for short-term borrowings. We monitor liquidity measured by a liquidity ratio defined as cash and cash equivalents plus unpledged investment securities divided by total liabilities. Our liquidity ratio was 28.85% as of March 31, 2016 compared to 29.91% as of December 31, 2015.

On a long term basis, our liquidity will be met by changing the relative distribution of our asset portfolios by reducing our investment or loan volumes, or selling or encumbering assets. Further, we will increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from our correspondent banks as well as the FHLB. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. All of these needs can currently be met by cash flows from investment payments and maturities, and investment sales if the need arises.

Our liquidity is comprised of three primary classifications: cash flows from or used in operating activities; cash flows from or used in investing activities; and cash flows from or used in financing activities.

Net cash provided by or used in operating activities has consisted primarily of net income adjusted for certain non-cash income and expense items such as the loan loss provision, investment and other amortization and depreciation.

Our primary investing activities are the origination of real estate, commercial and consumer loans and purchases and sales of investment securities. As of March 31, 2016 we had outstanding loan commitments of $418.0 million and outstanding letters of credit of $33.2 million. We anticipate that we will have sufficient funds available to meet current loan commitments.

Net cash used in financing activities for the quarter ended March 31, 2016 was $10.3 million, principally because we paid down approximately $25 million in outstanding borrowings from the FHLB during the quarter.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s assessment of market risk as of March 31, 2016 indicates there have been no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)) as of March 31, 2016. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter 2016, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes in our assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2015.

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

Use of Proceeds from Initial Public Offering – On June 11, 2015 the SEC declared effective our registration statement on Form S-1 registering common shares of the Company. On June 16, 2015, the Company completed the initial public offering of 2,657,000 common shares. Additionally, 218,000 common shares were sold by certain selling shareholders. The Company received net proceeds of $34.9 million from the offering, after deducting the underwriting discounts and offering expenses. The Company did not receive any proceeds from the sale of shares by the selling shareholders.

There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC on June 11,2015 pursuant to Rule 424(b).

Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

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

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

101		The following financial information from People’s Utah Bancorp Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements

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 on May 13, 2016

PEOPLE’S UTAH BANCORP

/s/ Richard T. Beard

Richard T. Beard

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Wolfgang T.N. Muelleck

Wolfgang T.N. Muelleck

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Altabancorp - FORM 10-Q - May 13, 2016

Attached files

Altabancorp Reports