Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - CAMDEN NATIONAL CORP | exhibit312q316.htm |
EX-32.2 - EXHIBIT 32.2 - CAMDEN NATIONAL CORP | exhibit322q316.htm |
EX-32.1 - EXHIBIT 32.1 - CAMDEN NATIONAL CORP | exhibit321q316.htm |
EX-31.1 - EXHIBIT 31.1 - CAMDEN NATIONAL CORP | exhibit311q316.htm |
EX-10.3 - EXHIBIT 10.3 - CAMDEN NATIONAL CORP | exhibit103q316.htm |
EX-10.2 - EXHIBIT 10.2 - CAMDEN NATIONAL CORP | exhibit102q316.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 September 30, 2016
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
MAINE | 01-0413282 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
2 ELM STREET, CAMDEN, ME | 04843 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (207) 236-8821
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).
Yes x No ¨
Indicate by check mark 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. (Check one):
Large accelerated filer ¨ | Accelerated filer x |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:
Outstanding at November 1, 2016: Common stock (no par value) 15,440,981 shares.
CAMDEN NATIONAL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2016
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
PAGE | ||
PART I. FINANCIAL INFORMATION | ||
ITEM 1. | FINANCIAL STATEMENTS | |
Consolidated Statements of Condition - September 30, 2016 and December 31, 2015 | ||
Consolidated Statements of Income - Three and Nine Months Ended September 30, 2016 and 2015 | ||
Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2016 and 2015 | ||
Consolidated Statements of Changes in Shareholders’ Equity - Nine Months Ended September 30, 2016 and 2015 | ||
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2016 and 2015 | ||
Notes to Consolidated Financial Statements | ||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | |
ITEM 4. | CONTROLS AND PROCEDURES | |
PART II. OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | |
ITEM 1A. | RISK FACTORS | |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | |
ITEM 4. | MINE SAFETY DISCLOSURES | |
ITEM 5. | OTHER INFORMATION | |
ITEM 6. | EXHIBITS | |
SIGNATURES | ||
EXHIBITS |
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION (unaudited) | ||||||||
(In Thousands, Except Number of Shares) | September 30, 2016 | December 31, 2015 | ||||||
ASSETS | ||||||||
Cash and due from banks | $ | 99,458 | $ | 79,488 | ||||
Securities: | ||||||||
Available-for-sale securities, at fair value | 788,880 | 750,338 | ||||||
Held-to-maturity securities, at amortized cost | 94,205 | 84,144 | ||||||
Federal Home Loan Bank and Federal Reserve Bank stock, at cost | 23,201 | 21,513 | ||||||
Total securities | 906,286 | 855,995 | ||||||
Loans held for sale | 24,644 | 10,958 | ||||||
Loans | 2,592,009 | 2,490,206 | ||||||
Less: allowance for loan losses | (23,290 | ) | (21,166 | ) | ||||
Net loans | 2,568,719 | 2,469,040 | ||||||
Goodwill | 94,697 | 95,657 | ||||||
Other intangible assets | 7,240 | 8,667 | ||||||
Bank-owned life insurance | 77,937 | 59,917 | ||||||
Premises and equipment, net | 43,934 | 45,959 | ||||||
Deferred tax assets | 34,632 | 39,716 | ||||||
Interest receivable | 8,364 | 7,985 | ||||||
Other real estate owned | 811 | 1,304 | ||||||
Other assets | 37,244 | 34,658 | ||||||
Total assets | $ | 3,903,966 | $ | 3,709,344 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Liabilities | ||||||||
Deposits: | ||||||||
Demand | $ | 427,349 | $ | 357,673 | ||||
Interest checking | 763,710 | 740,084 | ||||||
Savings and money market | 979,085 | 912,668 | ||||||
Certificates of deposit | 489,856 | 516,867 | ||||||
Brokered deposits | 229,225 | 199,087 | ||||||
Total deposits | 2,889,225 | 2,726,379 | ||||||
Short-term borrowings | 489,749 | 477,852 | ||||||
Long-term borrowings | 10,808 | 35,911 | ||||||
Subordinated debentures | 58,716 | 58,599 | ||||||
Accrued interest and other liabilities | 62,287 | 47,413 | ||||||
Total liabilities | 3,510,785 | 3,346,154 | ||||||
Commitments and Contingencies | ||||||||
Shareholders’ Equity | ||||||||
Common stock, no par value; authorized 20,000,000 shares, issued and outstanding 15,434,856 and 15,330,717 shares as of September 30, 2016 and December 31, 2015, respectively | 155,264 | 153,083 | ||||||
Retained earnings | 242,092 | 222,329 | ||||||
Accumulated other comprehensive loss: | ||||||||
Net unrealized gains (losses) on available-for-sale securities, net of tax | 6,595 | (3,801 | ) | |||||
Net unrealized losses on cash flow hedging derivative instruments, net of tax | (8,838 | ) | (6,374 | ) | ||||
Net unrecognized losses on postretirement plans, net of tax | (1,932 | ) | (2,047 | ) | ||||
Total accumulated other comprehensive loss | (4,175 | ) | (12,222 | ) | ||||
Total shareholders’ equity | 393,181 | 363,190 | ||||||
Total liabilities and shareholders’ equity | $ | 3,903,966 | $ | 3,709,344 |
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME (unaudited) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In Thousands, Except Number of Shares and Per Share Data) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest Income | ||||||||||||||||
Interest and fees on loans | $ | 27,395 | $ | 18,651 | $ | 82,117 | $ | 56,077 | ||||||||
Interest on U.S. government and sponsored enterprise obligations | 4,049 | 3,598 | 12,055 | 11,187 | ||||||||||||
Interest on state and political subdivision obligations | 702 | 624 | 2,127 | 1,504 | ||||||||||||
Interest on federal funds sold and other investments | 448 | 183 | 1,051 | 393 | ||||||||||||
Total interest income | 32,594 | 23,056 | 97,350 | 69,161 | ||||||||||||
Interest Expense | ||||||||||||||||
Interest on deposits | 2,204 | 1,557 | 6,355 | 4,630 | ||||||||||||
Interest on borrowings | 1,161 | 849 | 3,610 | 2,556 | ||||||||||||
Interest on subordinated debentures | 857 | 638 | 2,557 | 1,894 | ||||||||||||
Total interest expense | 4,222 | 3,044 | 12,522 | 9,080 | ||||||||||||
Net interest income | 28,372 | 20,012 | 84,828 | 60,081 | ||||||||||||
Provision for credit losses | 1,279 | 279 | 5,003 | 979 | ||||||||||||
Net interest income after provision for credit losses | 27,093 | 19,733 | 79,825 | 59,102 | ||||||||||||
Non-Interest Income | ||||||||||||||||
Debit card income | 1,894 | 1,266 | 5,650 | 3,652 | ||||||||||||
Service charges on deposit accounts | 1,799 | 1,554 | 5,356 | 4,634 | ||||||||||||
Other service charges and fees | 591 | 416 | 1,494 | 1,124 | ||||||||||||
Mortgage banking income, net | 2,407 | 390 | 4,921 | 975 | ||||||||||||
Income from fiduciary services | 1,225 | 1,177 | 3,736 | 3,725 | ||||||||||||
Bank-owned life insurance | 585 | 443 | 1,899 | 1,267 | ||||||||||||
Brokerage and insurance commissions | 594 | 411 | 1,569 | 1,362 | ||||||||||||
Net gain on sale of securities | — | 4 | 4 | 4 | ||||||||||||
Other income | 1,906 | 900 | 4,841 | 2,275 | ||||||||||||
Total non-interest income | 11,001 | 6,561 | 29,470 | 19,018 | ||||||||||||
Non-Interest Expense | ||||||||||||||||
Salaries and employee benefits | 12,044 | 8,691 | 35,634 | 25,550 | ||||||||||||
Furniture, equipment and data processing | 2,349 | 1,705 | 7,157 | 5,530 | ||||||||||||
Net occupancy costs | 1,685 | 1,194 | 5,352 | 3,905 | ||||||||||||
Consulting and professional fees | 742 | 470 | 2,609 | 1,734 | ||||||||||||
Regulatory assessments | 667 | 513 | 2,162 | 1,534 | ||||||||||||
Debit card expense | 669 | 431 | 2,107 | 1,299 | ||||||||||||
Other real estate owned and collection costs | 877 | 543 | 2,029 | 1,554 | ||||||||||||
Amortization of intangible assets | 475 | 288 | 1,427 | 862 | ||||||||||||
Merger and acquisition costs | 45 | 766 | 866 | 1,629 | ||||||||||||
Other expenses | 2,596 | 2,110 | 8,045 | 6,072 | ||||||||||||
Total non-interest expense | 22,149 | 16,711 | 67,388 | 49,669 | ||||||||||||
Income before income taxes | 15,945 | 9,583 | 41,907 | 28,451 | ||||||||||||
Income Taxes | 5,042 | 3,127 | 12,742 | 9,191 | ||||||||||||
Net Income | $ | 10,903 | $ | 6,456 | $ | 29,165 | $ | 19,260 | ||||||||
Per Share Data | ||||||||||||||||
Basic earnings per share | $ | 0.70 | $ | 0.58 | $ | 1.88 | $ | 1.72 | ||||||||
Diluted earnings per share | $ | 0.70 | $ | 0.57 | $ | 1.88 | $ | 1.71 | ||||||||
Weighted average number of common shares outstanding | 15,425,452 | 11,179,821 | 15,410,310 | 11,165,297 | ||||||||||||
Diluted weighted average number of common shares outstanding | 15,507,561 | 11,215,844 | 15,483,320 | 11,196,749 |
The accompanying notes are an integral part of these consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In Thousands) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Net Income | $ | 10,903 | $ | 6,456 | $ | 29,165 | $ | 19,260 | ||||||||
Other comprehensive income: | ||||||||||||||||
Net change in unrealized gains (losses) on available-for-sale securities: | ||||||||||||||||
Net change in unrealized gains (losses) on available-for-sale securities, net of tax of $405, ($1,649), ($5,599) and ($1,723), respectively | (752 | ) | 3,064 | 10,399 | 3,202 | |||||||||||
Net reclassification adjustment for gains included in net income, net of tax of $0, $1, $1 and $1, respectively(1) | — | (3 | ) | (3 | ) | (3 | ) | |||||||||
Net change in unrealized gains (losses) on available-for-sale securities, net of tax | (752 | ) | 3,061 | 10,396 | 3,199 | |||||||||||
Net change in unrealized gains (losses) on cash flow hedging derivatives: | ||||||||||||||||
Net change in unrealized gains (losses) on cash flow hedging derivatives, net of tax of ($107), $1,221, $1,859, and $1,115, respectively | 199 | (2,267 | ) | (3,453 | ) | (2,070 | ) | |||||||||
Net reclassification adjustment for effective portion of cash flow hedges included in interest expense, net of tax of ($187), ($271), ($532) and ($447), respectively(2) | 347 | 504 | 989 | 829 | ||||||||||||
Net change in unrealized gains (losses) on cash flow hedging derivatives, net of tax | 546 | (1,763 | ) | (2,464 | ) | (1,241 | ) | |||||||||
Reclassification of amortization of net unrecognized actuarial loss and prior service cost, net of tax of ($20), ($20), ($62) and ($61), respectively(3) | 39 | 39 | 115 | 116 | ||||||||||||
Other comprehensive income (loss) | (167 | ) | 1,337 | 8,047 | 2,074 | |||||||||||
Comprehensive Income | $ | 10,736 | $ | 7,793 | $ | 37,212 | $ | 21,334 |
(1) Reclassified into the consolidated statements of income in net gain on sale of securities.
(2) Reclassified into the consolidated statements of income in interest on subordinated debentures.
(3) Reclassified into the consolidated statements of income in salaries and employee benefits.
The accompanying notes are an integral part of these consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) | |||||||||||||||||||
Common Stock | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||
(In Thousands, Except Number of Shares and Per Share Data) | Shares Outstanding1 | Amount | Retained Earnings | ||||||||||||||||
Balance at December 31, 2014 | 11,139,333 | $ | 41,555 | $ | 211,979 | $ | (8,425 | ) | $ | 245,109 | |||||||||
Net income | — | — | 19,260 | — | 19,260 | ||||||||||||||
Other comprehensive income, net of tax | — | — | — | 2,074 | 2,074 | ||||||||||||||
Stock-based compensation expense | — | 542 | — | — | 542 | ||||||||||||||
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings and tax benefit | 41,734 | 512 | — | — | 512 | ||||||||||||||
Equity issuance costs | — | (537 | ) | — | — | (537 | ) | ||||||||||||
Cash dividends declared ($0.60 per share)(1) | — | — | (7,557 | ) | — | (7,557 | ) | ||||||||||||
Balance at September 30, 2015 | 11,181,067 | $ | 42,072 | $ | 223,682 | $ | (6,351 | ) | $ | 259,403 | |||||||||
Balance at December 31, 2015 | 15,330,717 | $ | 153,083 | $ | 222,329 | $ | (12,222 | ) | $ | 363,190 | |||||||||
Cumulative effect adjustment (Note 16) | — | 72 | (72 | ) | — | — | |||||||||||||
Cash in-lieu, stock split (Note 2) | (173 | ) | (5 | ) | — | — | (5 | ) | |||||||||||
Net income | — | — | 29,165 | — | 29,165 | ||||||||||||||
Other comprehensive income, net of tax | — | — | — | 8,047 | 8,047 | ||||||||||||||
Stock-based compensation expense | — | 1,521 | — | — | 1,521 | ||||||||||||||
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings and tax benefit | 104,312 | 593 | — | — | 593 | ||||||||||||||
Cash dividends declared ($0.60 per share)(1) | — | — | (9,330 | ) | — | (9,330 | ) | ||||||||||||
Balance at September 30, 2016 | 15,434,856 | $ | 155,264 | $ | 242,092 | $ | (4,175 | ) | $ | 393,181 |
(1) Share and per share amounts have been adjusted to reflect the three-for-two stock split effective September 30, 2016, for all periods presented. Refer to Note 2.
The accompanying notes are an integral part of these consolidated financial statements.
6
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) | ||||||||
Nine Months Ended September 30, | ||||||||
(In Thousands) | 2016 | 2015 | ||||||
Operating Activities | ||||||||
Net Income | $ | 29,165 | $ | 19,260 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Provision for credit losses | 5,003 | 979 | ||||||
Depreciation expense | 3,498 | 2,130 | ||||||
Purchase accounting accretion, net | (3,792 | ) | (295 | ) | ||||
Investment securities amortization, net | 2,234 | 1,638 | ||||||
Stock-based compensation expense | 1,521 | 542 | ||||||
Amortization of intangible assets | 1,427 | 862 | ||||||
Net (decrease) increase in other real estate owned valuation allowance and (gain) loss on disposition | (147 | ) | 348 | |||||
Originations of mortgage loans held for sale | (180,182 | ) | (25,341 | ) | ||||
Proceeds from the sale of mortgage loans | 170,765 | 24,985 | ||||||
Gain on sale of mortgage loans | (4,171 | ) | (530 | ) | ||||
Decrease (increase) in other assets | 7,529 | (2,944 | ) | |||||
Increase in other liabilities | 154 | 117 | ||||||
Net cash provided by operating activities | 33,004 | 21,751 | ||||||
Investing Activities | ||||||||
Proceeds from sales and maturities of available-for-sale securities | 105,863 | 123,650 | ||||||
Purchase of available-for-sale securities | (130,254 | ) | (81,262 | ) | ||||
Purchase of held-to-maturity securities | (10,448 | ) | (55,462 | ) | ||||
Net increase in loans | (101,732 | ) | (60,601 | ) | ||||
Purchase of bank-owned life insurance, net of death benefit proceeds | (16,122 | ) | — | |||||
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock | (7,341 | ) | (56 | ) | ||||
Proceeds from sale of Federal Home Loan Bank stock | 5,652 | — | ||||||
Proceeds from the sale of other real estate owned | 672 | 2,760 | ||||||
Recoveries of previously charged-off loans | 381 | 554 | ||||||
Purchase of premises and equipment | (1,507 | ) | (1,797 | ) | ||||
Proceeds from the sale of premises and equipment | 90 | — | ||||||
Net cash used by investing activities | (154,746 | ) | (72,214 | ) | ||||
Financing Activities | ||||||||
Net increase in deposits | 163,563 | 76,155 | ||||||
Net proceeds from (repayments of) borrowings less than 90 days | 36,846 | (12,081 | ) | |||||
Proceeds from Federal Home Loan Bank advances | — | 10,000 | ||||||
Repayments of Federal Home Loan Bank advances | (25,000 | ) | (11,039 | ) | ||||
Repayments of wholesale repurchase agreements | (25,000 | ) | — | |||||
Equity issuance costs | — | (537 | ) | |||||
Exercise of stock options and issuance of restricted stock, net of repurchase for tax withholdings and tax benefit | 593 | 512 | ||||||
Cash dividends paid on common stock and cash in-lieu paid for fractional shares due to stock split | (9,290 | ) | (6,716 | ) | ||||
Net cash provided by financing activities | 141,712 | 56,294 | ||||||
Net increase in cash and cash equivalents | 19,970 | 5,831 | ||||||
Cash and cash equivalents at beginning of period | 79,488 | 60,813 | ||||||
Cash and cash equivalents at end of period | $ | 99,458 | $ | 66,644 | ||||
Supplemental information | ||||||||
Interest paid | $ | 12,673 | $ | 9,104 | ||||
Income taxes paid | 4,844 | 8,345 | ||||||
Transfer from loans to other real estate owned | 32 | 1,725 | ||||||
Measurement-period adjustments | 960 | — |
The accompanying notes are an integral part of these consolidated financial statements.
7
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Tables Expressed in Thousands, Except Per Share Data)
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation as of September 30, 2016 and December 31, 2015, the consolidated statements of income for the three and nine months ended September 30, 2016 and 2015, the consolidated statements of comprehensive income for the three and nine months ended September 30, 2016 and 2015, the consolidated statements of changes in shareholders' equity for the nine months ended September 30, 2016 and 2015, and the consolidated statements of cash flows for the nine months ended September 30, 2016 and 2015. All significant intercompany transactions and balances are eliminated in consolidation. Certain items from the prior period were reclassified to conform to the current period presentation. The income reported for the three and nine months ended September 30, 2016 is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the year ended December 31, 2015 Annual Report on Form 10-K.
8
The defined terms, acronyms and abbreviations identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information." The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.
Acadia Trust: | Acadia Trust, N.A., a wholly-owned subsidiary of Camden National Corporation | IRS: | Internal Revenue Service | |
AFS: | Available-for-sale | LIBOR: | London Interbank Offered Rate | |
ALCO: | Asset/Liability Committee | LTIP: | Long-Term Performance Share Plan | |
ALL: | Allowance for loan losses | Management ALCO: | Management Asset/Liability Committee | |
AOCI: | Accumulated other comprehensive income (loss) | MBS: | Mortgage-backed security | |
ASC: | Accounting Standards Codification | Merger: | On October 16, 2015, the two-step merger of Camden National Corporation, SBM Financial, Inc. and Atlantic Acquisitions, LLC, a wholly-owned subsidiary of Camden National Corporation, was completed | |
ASU: | Accounting Standards Update | Merger Agreement: | Plan of Merger, dated as of March 29, 2015, by and among Camden National Corporation, SBM Financial, Inc. and Atlantic Acquisitions, LLC, a wholly-owned subsidiary of the Company | |
Bank: | Camden National Bank, a wholly-owned subsidiary of Camden National Corporation | MSHA: | Maine State Housing Authority | |
Board ALCO: | Board of Directors' Asset/Liability Committee | MSRs: | Mortgage servicing rights | |
BOLI: | Bank-owned life insurance | MSPP: | Management Stock Purchase Plan | |
BSA: | Bank Secrecy Act | OTTI: | Other-than-temporary impairment | |
CCTA: | Camden Capital Trust A, an unconsolidated entity formed by Camden National Corporation | NIM: | Net interest margin on a fully-taxable basis (non-GAAP) | |
CDARS: | Certificate of Deposit Account Registry System | N.M.: | Not meaningful | |
CDs: | Certificate of deposits | NRV: | Net realizable value | |
CMO: | Collateralized mortgage obligation | OCC: | Office of the Comptroller of the Currency | |
Company: | Camden National Corporation | OCI: | Other comprehensive income (loss) | |
CSV: | Cash surrender value | OFAC: | Office of Foreign Assets Control | |
DCRP: | Defined Contribution Retirement Plan | OREO: | Other real estate owned | |
EPS: | Earnings per share | SBM: | SBM Financial, Inc., the parent company of The Bank of Maine | |
FASB: | Financial Accounting Standards Board | SERP: | Supplemental executive retirement plans | |
FDIC: | Federal Deposit Insurance Corporation | TDR: | Troubled-debt restructured loan | |
FHLB: | Federal Home Loan Bank | UBCT: | Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by Camden National Corporation | |
FHLBB: | Federal Home Loan Bank of Boston | U.S.: | United States of America | |
FRB: | Federal Reserve Bank | USD: | United States Dollar | |
Freddie Mac: | Federal Home Loan Mortgage Corporation | 2003 Plan: | 2003 Stock Option and Incentive Plan | |
GAAP: | Generally accepted accounting principles in the United States | 2012 Plan: | 2012 Equity and Incentive Plan | |
HPFC: | Healthcare Professional Funding Corporation, a wholly-owned subsidiary of Camden National Bank | 2013 Repurchase Program: | 2013 Common Stock Repurchase Program, approved by the Company's Board of Directors | |
HTM: | Held-to-maturity |
9
NOTE 2 - COMMON STOCK SPLIT
On August 30, 2016, the Company's board of directors declared a three-for-two stock split, effected in the form of a stock dividend, on the Company's common stock. Each shareholder of record on September 15, 2016, received one additional share of common stock for every two shares of common stock owned. The stock was issued September 30, 2016. All references in the financial statements to the number of shares outstanding, dividends declared and per share amounts of the Company's common stock have been restated to reflect the effect of the stock split for all periods presented.
The Company paid shareholders cash in-lieu of fractional shares of common stock in connection with the split, at a price of $31.75 per share, the closing price of the Company’s common stock on September 14, 2016. The total cash in-lieu paid out for fractional shares was $5,000, and was accounted for as a reduction of capital stock.
NOTE 3 – EPS
The following is an analysis of basic and diluted EPS, reflecting the application of the two-class method, as described below:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net income | $ | 10,903 | $ | 6,456 | $ | 29,165 | $ | 19,260 | ||||||||
Dividends and undistributed earnings allocated to participating securities(1) | (54 | ) | (21 | ) | (134 | ) | (61 | ) | ||||||||
Net income available to common shareholders | $ | 10,849 | $ | 6,435 | $ | 29,031 | $ | 19,199 | ||||||||
Weighted-average common shares outstanding for basic EPS(2) | 15,425,452 | 11,179,821 | 15,410,310 | 11,165,297 | ||||||||||||
Dilutive effect of stock-based awards(2)(3) | 82,109 | 36,023 | 73,010 | 31,452 | ||||||||||||
Weighted-average common and potential common shares for diluted EPS(2) | 15,507,561 | 11,215,844 | 15,483,320 | 11,196,749 | ||||||||||||
Earnings per common share(2): | ||||||||||||||||
Basic EPS | $ | 0.70 | $ | 0.58 | $ | 1.88 | $ | 1.72 | ||||||||
Diluted EPS | $ | 0.70 | $ | 0.57 | $ | 1.88 | $ | 1.71 | ||||||||
Awards excluded from the calculation of diluted EPS(2)(4): | ||||||||||||||||
Stock options | — | 20,625 | 18,375 | 24,375 |
(1) Represents dividends paid and undistributed earnings allocated to nonvested stock-based awards that contain non-forfeitable rights to dividends.
(2) Share and per share amounts have been adjusted to reflect the three-for-two stock split effective September 30, 2016, for all periods presented. Refer to Note 2.
(3) Represents the effect of the assumed exercise of stock options, vesting of restricted shares, vesting of restricted stock units, and vesting of LTIP awards that have met the performance criteria, as applicable, utilizing the treasury stock method.
(4) Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock and are considered anti-dilutive.
Nonvested stock-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s nonvested stock-based awards qualify as participating securities.
Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested stock-based awards.
Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.
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NOTE 4 – SECURITIES
The following tables summarize the amortized cost and estimated fair values of AFS and HTM securities, as of the dates indicated:
Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||
September 30, 2016 | |||||||||||||||
AFS Securities: | |||||||||||||||
Obligations of U.S. government-sponsored enterprises | $ | 15,721 | $ | 134 | $ | — | $ | 15,855 | |||||||
Obligations of states and political subdivisions | 9,763 | 238 | — | 10,001 | |||||||||||
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises | 442,099 | 8,366 | (157 | ) | 450,308 | ||||||||||
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises | 305,039 | 2,222 | (899 | ) | 306,362 | ||||||||||
Subordinated corporate bonds | 5,481 | 223 | — | 5,704 | |||||||||||
Total AFS debt securities | 778,103 | 11,183 | (1,056 | ) | 788,230 | ||||||||||
Equity securities | 632 | 18 | — | 650 | |||||||||||
Total AFS securities | $ | 778,735 | $ | 11,201 | $ | (1,056 | ) | $ | 788,880 | ||||||
HTM Securities: | |||||||||||||||
Obligations of states and political subdivisions | $ | 94,205 | $ | 3,898 | $ | (7 | ) | $ | 98,096 | ||||||
Total HTM securities | $ | 94,205 | $ | 3,898 | $ | (7 | ) | $ | 98,096 | ||||||
December 31, 2015 | |||||||||||||||
AFS Securities: | |||||||||||||||
Obligations of U.S. government-sponsored enterprises | $ | 4,971 | $ | 69 | $ | — | $ | 5,040 | |||||||
Obligations of states and political subdivisions | 17,355 | 339 | — | 17,694 | |||||||||||
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises | 419,429 | 3,474 | (3,857 | ) | 419,046 | ||||||||||
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises | 312,719 | 409 | (6,271 | ) | 306,857 | ||||||||||
Subordinated corporate bonds | 1,000 | — | (4 | ) | 996 | ||||||||||
Total AFS debt securities | 755,474 | 4,291 | (10,132 | ) | 749,633 | ||||||||||
Equity securities | 712 | 2 | (9 | ) | 705 | ||||||||||
Total AFS securities | $ | 756,186 | $ | 4,293 | $ | (10,141 | ) | $ | 750,338 | ||||||
HTM Securities: | |||||||||||||||
Obligations of states and political subdivisions | $ | 84,144 | $ | 1,564 | $ | (61 | ) | $ | 85,647 | ||||||
Total HTM securities | $ | 84,144 | $ | 1,564 | $ | (61 | ) | $ | 85,647 |
Net unrealized gains on AFS securities at September 30, 2016 included in AOCI amounted to $6.6 million, net of a deferred tax liability of $3.6 million. Net unrealized losses on AFS securities at December 31, 2015 included in AOCI amounted to $3.8 million, net of a deferred tax benefit of $2.0 million.
During the first nine months of 2016, the Company purchased investment securities totaling $140.7 million. The Company designated $130.3 million as AFS securities and $10.4 million as HTM securities.
During the first nine months of 2015, the Company purchased investment securities totaling $136.7 million. The Company designated $81.3 million as AFS securities and $55.4 million as HTM securities.
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Impaired Securities
Management periodically reviews the Company’s investment portfolio to determine the cause, magnitude and duration of declines in the fair value of each security. Thorough evaluations of the causes of the unrealized losses are performed to determine whether the impairment is temporary or other-than-temporary in nature. Considerations such as the ability of the securities to meet cash flow requirements, levels of credit enhancements, risk of curtailment, and recoverability of invested amount over a reasonable period of time, and the length of time the security is in a loss position, for example, are applied in determining OTTI. Once a decline in value is determined to be other-than-temporary, the cost basis of the security is permanently reduced and a corresponding charge to earnings is recognized.
The following table presents the estimated fair values and gross unrealized losses of investment securities that were in a continuous loss position at September 30, 2016 and December 31, 2015, by length of time that individual securities in each category have been in a continuous loss position:
Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||
September 30, 2016 | |||||||||||||||||||||||
AFS Securities: | |||||||||||||||||||||||
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises | $ | 3,071 | $ | (5 | ) | $ | 32,128 | $ | (152 | ) | $ | 35,199 | $ | (157 | ) | ||||||||
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises | 33,636 | (85 | ) | 79,213 | (814 | ) | 112,849 | (899 | ) | ||||||||||||||
Total AFS securities | $ | 36,707 | $ | (90 | ) | $ | 111,341 | $ | (966 | ) | $ | 148,048 | $ | (1,056 | ) | ||||||||
HTM Securities: | |||||||||||||||||||||||
Obligations of states and political subdivisions | $ | 1,382 | $ | (7 | ) | $ | — | $ | — | $ | 1,382 | $ | (7 | ) | |||||||||
Total HTM securities | $ | 1,382 | $ | (7 | ) | $ | — | $ | — | $ | 1,382 | $ | (7 | ) | |||||||||
December 31, 2015 | |||||||||||||||||||||||
AFS Securities: | |||||||||||||||||||||||
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises | $ | 234,897 | $ | (2,351 | ) | $ | 45,629 | $ | (1,506 | ) | $ | 280,526 | $ | (3,857 | ) | ||||||||
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises | 111,143 | (1,068 | ) | 147,180 | (5,203 | ) | 258,323 | (6,271 | ) | ||||||||||||||
Subordinated corporate bonds | 996 | (4 | ) | — | — | 996 | (4 | ) | |||||||||||||||
Equity Securities | 615 | (9 | ) | — | — | 615 | (9 | ) | |||||||||||||||
Total AFS securities | $ | 347,651 | $ | (3,432 | ) | $ | 192,809 | $ | (6,709 | ) | $ | 540,460 | $ | (10,141 | ) | ||||||||
HTM Securities: | |||||||||||||||||||||||
Obligations of states and political subdivisions | $ | 5,507 | $ | (61 | ) | $ | — | $ | — | $ | 5,507 | $ | (61 | ) | |||||||||
Total HTM securities | $ | 5,507 | $ | (61 | ) | $ | — | $ | — | $ | 5,507 | $ | (61 | ) |
At September 30, 2016 and December 31, 2015, the Company held 32 and 109 investment securities with a fair value of $149.4 million and $546.0 million with unrealized losses totaling $1.1 million and $10.2 million, respectively, that were considered temporary. Of these, the Company had 30 MBS and CMO investments with a fair value of $111.3 million that were in an unrealized loss position totaling $966,000 at September 30, 2016 and 28 MBS and CMO investments with a fair value of $192.8 million that were in an unrealized loss position totaling $6.7 million at December 31, 2015 for 12 months or more. The unrealized loss was reflective of current interest rates in excess of the yield received on investments and is not indicative of an overall change in credit quality or other factors with the Company's investment portfolio. At September 30, 2016 and
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December 31, 2015, gross unrealized losses on the Company's AFS and HTM securities were 1% and 2%, respectively, of the respective investment securities fair value.
The Company has the intent and ability to retain its investment securities in an unrealized loss position at September 30, 2016 until the decline in value has recovered.
Sale of Securities
The following table details the Company’s sales of AFS securities for the period indicated below:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Proceeds from sales of securities | $ | — | $ | 12,426 | $ | 84 | $ | 12,426 | |||||||
Gross realized gains | — | 221 | 4 | 221 | |||||||||||
Gross realized losses | — | (217 | ) | — | (217 | ) |
For the three months ended September 30, 2016, the Company did not sell any securities. For the three months ended September 30, 2015, the Company sold certain AFS securities with total carrying value of $12.4 million and recorded net gains on the sale of AFS securities of $4,000 within non-interest income in the consolidated statements of income. As part of the Company’s securities portfolio restructuring due to its pending merger with SBM as of September 30, 2015 (which subsequently was completed on October 16, 2015) it sold all of its Non-Agency guaranteed CMO investments in the quarter ended September 30, 2015, along with $7.3 million of MBS investments experiencing high prepayment speeds. The Company recorded a net gain of $4,000 from the sale of its Non-Agency guaranteed CMO and MBS investments. The Company had previously recorded OTTI on its Non-Agency guaranteed CMO investments of $204,000.
For the nine months ended September 30, 2016, the Company sold certain AFS securities with a total carrying value of $84,000 and recorded net gains on the sale of AFS securities of $4,000 within non-interest income in the consolidated statements of income. The Company had not previously recorded any OTTI on these securities sold. For the nine months ended September 30, 2015, the Company sold certain AFS securities with total carrying value of $12.4 million and recorded net gains on sale of AFS securities of $4,000 within non-interest income in the consolidated statements of income.
The cost basis of securities sold is measured on a specific identification basis.
FHLBB and FRB Stock
As of September 30, 2016 and December 31, 2015, the Company's investment in FHLBB stock was $17.8 million and $20.6 million, respectively. As of September 30, 2016 and December 31, 2015, the Company's investment in FRB stock was $5.4 million and $908,000, respectively.
Securities Pledged
At September 30, 2016 and December 31, 2015, securities with an amortized cost of $594.9 million and $577.6 million and estimated fair values of $602.2 million and $570.9 million, respectively, were pledged to secure FHLBB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.
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Contractual Maturities
The amortized cost and estimated fair values of debt securities by contractual maturity at September 30, 2016, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized Cost | Fair Value | ||||||
AFS Securities | |||||||
Due in one year or less | $ | 1,440 | $ | 1,442 | |||
Due after one year through five years | 105,688 | 107,064 | |||||
Due after five years through ten years | 101,074 | 104,023 | |||||
Due after ten years | 569,901 | 575,701 | |||||
$ | 778,103 | $ | 788,230 | ||||
HTM Securities | |||||||
Due after one year through five years | $ | 2,943 | $ | 3,002 | |||
Due after five years through ten years | 5,435 | 5,624 | |||||
Due after ten years | 85,827 | 89,470 | |||||
$ | 94,205 | $ | 98,096 |
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NOTE 5 – LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of the Company’s loan portfolio, excluding residential loans held for sale, at September 30, 2016 and December 31, 2015 was as follows:
September 30, 2016 | December 31, 2015 | ||||||
Residential real estate(1) | $ | 798,306 | $ | 821,074 | |||
Commercial real estate(1) | 1,055,043 | 927,951 | |||||
Commercial(1) | 324,322 | 297,721 | |||||
Home equity(1) | 331,728 | 348,634 | |||||
Consumer(1) | 17,333 | 17,953 | |||||
HPFC(1) | 65,619 | 77,243 | |||||
Deferred loan fees, net | (342 | ) | (370 | ) | |||
Total loans | $ | 2,592,009 | $ | 2,490,206 |
(1) The loan balances are presented net of the unamortized fair value mark discount associated with the purchase accounting for acquired loans of $9.6 million and $13.1 million at September 30, 2016 and December 31, 2015, respectively.
The Bank’s lending activities are primarily conducted in Maine, and its footprint continues to expand into other New England states, including New Hampshire and Massachusetts. The Company originates single family and multi-family residential loans, commercial real estate loans, business loans, municipal loans and a variety of consumer loans. In addition, the Company makes loans for the construction of residential homes, multi-family properties and commercial real estate properties. The ability and willingness of borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the geographic area and the general economy.
The HPFC loan portfolio consists of niche commercial lending to the small business medical field, including dentists, optometrists and veterinarians across the U.S. The ability and willingness of borrowers to honor their repayment commitments is generally dependent on the success of the borrower's business. Unlike the Bank's loan portfolio, there is, generally, little to no indication of credit quality issues and/or concerns of borrowers honoring their commitments until a payment is delinquent. Generally, once a payment is delinquent, if the payment is not received shortly thereafter to bring the loan current, the loan is deemed impaired (typically within 45 days). Effective February 19, 2016, the Company closed HPFC's operations and is no longer originating loans.
The ALL is management’s best estimate of the inherent risk of loss in the Company’s loan portfolio as of the consolidated statement of condition date. Management makes various assumptions and judgments about the collectability of the loan portfolio and provides an allowance for potential losses based on a number of factors including historical losses. If those assumptions are incorrect, the ALL may not be sufficient to cover losses and may cause an increase in the allowance in the future. Among the factors that could affect the Company’s ability to collect loans and require an increase to the allowance in the future are: (i) financial condition of borrowers; (ii) real estate market changes; (iii) state, regional, and national economic conditions; and (iv) a requirement by federal and state regulators to increase the provision for loan losses or recognize additional charge-offs.
There were no significant changes in the Company's ALL methodology during the nine months ended September 30, 2016.
The Board of Directors monitors credit risk through the Directors' Loan Review Committee, which reviews large credit exposures, monitors the external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, concentration levels, and the ALL methodology. The Credit Risk Administration and the Credit Risk Policy Committee oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, maintain the integrity of the loan rating system, determine the adequacy of the ALL and support the oversight efforts of the Directors' Loan Review Committee and the Board of Directors. The Company's practice is to proactively manage the portfolio such that management can identify problem credits early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. For
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purposes of determining the ALL, the Company disaggregates its loans into portfolio segments, which include residential real estate, commercial real estate, commercial, home equity, consumer and HPFC. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. These risk characteristics unique to each portfolio segment include:
Residential Real Estate. Residential real estate loans held in the Company's loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Collateral consists of mortgage liens on one- to four-family residential properties.
Commercial Real Estate. Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational, health care facilities and other specific use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.
Commercial. Commercial loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant & equipment, or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.
Home Equity. Home equity loans and lines are made to qualified individuals for legitimate purposes secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines.
Consumer. Consumer loan products including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. Consumer loans may be secured or unsecured.
HPFC. HPFC is a niche lender that provides commercial lending to dentists, optometrists and veterinarians, many of which are start-up companies. HPFC's loan portfolio consists of term loan obligations extended for the purpose of financing working capital and/or purchase of equipment. Collateral may consist of pledges of business assets including, but not limited to, accounts receivable, inventory, and/or equipment. These loans are primarily paid by the operating cash flow of the borrower and the terms range from seven to ten years.
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The following tables present the activity in the ALL and select loan information by portfolio segment for the three and nine months ended September 30, 2016 and 2015, and for the year ended December 31, 2015:
Residential Real Estate | Commercial Real Estate | Commercial | Home Equity | Consumer | HPFC | Unallocated | Total | ||||||||||||||||||||||||
For The Three and Nine Months Ended September 30, 2016 | |||||||||||||||||||||||||||||||
ALL for the three months ended: | |||||||||||||||||||||||||||||||
Beginning balance | $ | 4,431 | $ | 11,559 | $ | 4,558 | $ | 2,946 | $ | 193 | $ | 30 | $ | — | $ | 23,717 | |||||||||||||||
Loans charged off | — | (32 | ) | (1,541 | ) | (44 | ) | (19 | ) | (205 | ) | — | (1,841 | ) | |||||||||||||||||
Recoveries | 1 | 7 | 118 | — | 1 | — | — | 127 | |||||||||||||||||||||||
Provision (credit)(1) | 163 | 1,046 | 148 | (335 | ) | (13 | ) | 278 | — | 1,287 | |||||||||||||||||||||
Ending balance | $ | 4,595 | $ | 12,580 | $ | 3,283 | $ | 2,567 | $ | 162 | $ | 103 | $ | — | $ | 23,290 | |||||||||||||||
ALL for the nine months ended: | |||||||||||||||||||||||||||||||
Beginning balance | $ | 4,545 | $ | 10,432 | $ | 3,241 | $ | 2,731 | $ | 193 | $ | 24 | $ | — | $ | 21,166 | |||||||||||||||
Loans charged off | (229 | ) | (273 | ) | (1,970 | ) | (229 | ) | (60 | ) | (507 | ) | — | (3,268 | ) | ||||||||||||||||
Recoveries | 72 | 50 | 252 | 2 | 5 | — | — | 381 | |||||||||||||||||||||||
Provision(1) | 207 | 2,371 | 1,760 | 63 | 24 | 586 | — | 5,011 | |||||||||||||||||||||||
Ending balance | $ | 4,595 | $ | 12,580 | $ | 3,283 | $ | 2,567 | $ | 162 | $ | 103 | $ | — | $ | 23,290 | |||||||||||||||
ALL balance attributable to loans: | |||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 511 | $ | 1,284 | $ | — | $ | 88 | $ | — | $ | 74 | $ | — | $ | 1,957 | |||||||||||||||
Collectively evaluated for impairment | 4,084 | 11,296 | 3,283 | 2,479 | 162 | 29 | — | 21,333 | |||||||||||||||||||||||
Total ending ALL | $ | 4,595 | $ | 12,580 | $ | 3,283 | $ | 2,567 | $ | 162 | $ | 103 | $ | — | $ | 23,290 | |||||||||||||||
Loans: | |||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 4,551 | $ | 13,286 | $ | 2,243 | $ | 489 | $ | 7 | $ | 106 | $ | — | $ | 20,682 | |||||||||||||||
Collectively evaluated for impairment | 792,485 | 1,041,021 | 322,179 | 332,606 | 17,409 | 65,627 | — | 2,571,327 | |||||||||||||||||||||||
Total ending loans balance | $ | 797,036 | $ | 1,054,307 | $ | 324,422 | $ | 333,095 | $ | 17,416 | $ | 65,733 | $ | — | $ | 2,592,009 | |||||||||||||||
For The Three and Nine Months Ended September 30, 2015 | |||||||||||||||||||||||||||||||
ALL for the three months ended: | |||||||||||||||||||||||||||||||
Beginning balance | $ | 4,689 | $ | 8,160 | $ | 3,315 | $ | 2,144 | $ | 268 | $ | — | $ | 2,618 | $ | 21,194 | |||||||||||||||
Loans charged off | (176 | ) | (71 | ) | (144 | ) | (198 | ) | (23 | ) | — | — | (612 | ) | |||||||||||||||||
Recoveries | 15 | 4 | 115 | 132 | 3 | — | — | 269 | |||||||||||||||||||||||
Provision (credit)(1) | 4 | 884 | (138 | ) | (6 | ) | 13 | — | (476 | ) | 281 | ||||||||||||||||||||
Ending balance | $ | 4,532 | $ | 8,977 | $ | 3,148 | $ | 2,072 | $ | 261 | $ | — | $ | 2,142 | $ | 21,132 | |||||||||||||||
ALL for the nine months ended: | |||||||||||||||||||||||||||||||
Beginning balance | $ | 4,899 | $ | 7,951 | $ | 3,354 | $ | 2,247 | $ | 281 | $ | — | $ | 2,384 | $ | 21,116 | |||||||||||||||
Loans charged off | (468 | ) | (174 | ) | (387 | ) | (439 | ) | (42 | ) | — | — | (1,510 | ) | |||||||||||||||||
Recoveries | 35 | 68 | 297 | 137 | 17 | — | — | 554 | |||||||||||||||||||||||
Provision (credit)(1) | 66 | 1,132 | (116 | ) | 127 | 5 | — | (242 | ) | 972 | |||||||||||||||||||||
Ending balance | $ | 4,532 | $ | 8,977 | $ | 3,148 | $ | 2,072 | $ | 261 | $ |