10-Q

UNITEDSTATES

SECURITIES ANDEXCHANGECOMMISSION

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, 2015.
[   ]	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 001-15373

ENTERPRISE FINANCIAL SERVICES CORP

Incorporated in the State of Delaware

I.R.S. Employer Identification # 43-1706259

Address: 150 North Meramec

Clayton, MO 63105

Telephone: (314) 725-5500

___________________

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, 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 website, 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 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 [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [   ]  No [X]

As of October 26, 2015, the Registrant had 20,023,376 shares of outstanding common stock, $0.01 par value.

This document is also available through our website at http://www.enterprisebank.com.

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	1
Condensed Consolidated Statements of Operations (Unaudited)	2
Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)	4
Condensed Consolidated Statements of Cash Flows (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	47
Item 4. Controls and Procedures	48
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings	48
Item 1A.  Risk Factors	48
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 6. Exhibits	50
Signatures	51

PART 1 - ITEM 1 - FINANCIAL STATEMENTS

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)	September 30, 2015			December 31, 2014
Assets
Cash and due from banks	$	46,775		$	42,903
Federal funds sold	45			35
Interest-bearing deposits (including $1,580 and $980 pledged as collateral)	80,070			57,758
Total cash and cash equivalents	126,890			100,696
Interest-bearing deposits greater than 90 days	1,000			5,300
Securities available for sale	470,496			400,146
Securities held to maturity	44,175			45,985
Loans held for sale	4,275			4,033
Portfolio loans	2,602,156			2,433,916
Less: Allowance for loan losses	32,251			30,185
Portfolio loans, net	2,569,905			2,403,731
Purchase credit impaired loans, net of the allowance for loan losses ($11,339 and $15,410, respectively)	72,397			83,693
Total loans, net	2,642,302			2,487,424
Other real estate not covered under FDIC loss share	1,575			1,896
Other real estate covered under FDIC loss share	6,795			5,944
Other investments, at cost	15,906			17,037
Fixed assets, net	14,395			14,753
Accrued interest receivable	8,660			7,956
State tax credits held for sale, including $10,089 and $11,689 carried at fair value, respectively	48,207			38,309
FDIC loss share receivable	8,619			15,866
Goodwill	30,334			30,334
Intangible assets, net	3,323			4,164
Other assets	89,589			97,160
Total assets	$	3,516,541		$	3,277,003
Liabilities and Shareholders' Equity
Demand deposits	$	691,758		$	642,930
Interest-bearing transaction accounts	529,052			508,941
Money market accounts	1,045,699			755,569
Savings	90,858			78,718
Certificates of deposit:
$100 and over	353,488			377,544
Other	103,108			127,808
Total deposits	2,813,963			2,491,510
Subordinated debentures	56,807			56,807
Federal Home Loan Bank advances	75,000			144,000
Other borrowings	189,884			234,183
Notes payable	4,800			5,700
Accrued interest payable	780			843
Other liabilities	31,744			27,719
Total liabilities	3,172,978			2,960,762
Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 0 shares issued and outstanding	—			—
Common stock, $0.01 par value; 30,000,000 shares authorized; 20,035,165 and 19,913,519 shares issued, respectively	200			199
Treasury stock, at cost; 76,000 shares	(1,743		)	(1,743		)
Additional paid in capital	209,643			207,731
Retained earnings	132,490			108,373
Accumulated other comprehensive income	2,973			1,681
Total shareholders' equity	343,563			316,241
Total liabilities and shareholders' equity	$	3,516,541		$	3,277,003

See accompanying notes to consolidated financial statements.

1

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per share data)	2015			2014			2015			2014
Interest income:
Interest and fees on loans	$	30,626		$	28,395		$	90,109		$	89,582
Interest on debt securities:
Taxable	2,176			2,190			6,434			6,545
Nontaxable	298			298			880			896
Interest on interest-bearing deposits	68			43			153			145
Dividends on equity securities	12			110			107			201
Total interest income	33,180			31,036			97,683			97,369
Interest expense:
Interest-bearing transaction accounts	293			163			849			385
Money market accounts	822			653			2,136			2,095
Savings accounts	58			52			162			151
Certificates of deposit:
$100 and over	1,195			1,335			3,654			3,997
Other	348			406			1,074			1,249
Subordinated debentures	314			306			924			1,016
Federal Home Loan Bank advances	9			490			82			1,345
Notes payable and other borrowings	135			187			471			579
Total interest expense	3,174			3,592			9,352			10,817
Net interest income	30,006			27,444			88,331			86,552
Provision for portfolio loan losses	599			66			4,329			2,441
Provision (provision reversal) for purchase credit impaired loan losses	(227		)	(1,877		)	(3,497		)	957
Net interest income after provision for loan losses	29,634			29,255			87,499			83,154
Noninterest income:
Wealth management revenue	1,773			1,754			5,291			5,191
Service charges on deposit accounts	2,044			1,812			5,898			5,317
Other service charges and fee income	871			849			2,464			2,188
Gain on sale of other real estate	32			114			61			1,514
Gain on state tax credits, net	321			156			1,069			860
Gain on sale of investment securities	—			—			23			—
Change in FDIC loss share receivable	(1,241		)	(2,374		)	(4,450		)	(7,526		)
Miscellaneous income	929			2,141			3,762			4,235
Total noninterest income	4,729			4,452			14,118			11,779
Noninterest expense:
Employee compensation and benefits	11,475			11,913			34,262			35,882
Occupancy	1,605			1,683			4,920			4,998
Data processing	1,138			1,045			3,295			3,296
FDIC and other insurance	654			710			2,045			2,170
Loan legal and other real estate expense	530			811			1,356			2,985
Professional fees	800			710			2,626			2,569
FDIC clawback	298			1,028			760			1,060
Other	3,432			3,221			10,076			9,708
Total noninterest expense	19,932			21,121			59,340			62,668
Income before income tax expense	14,431			12,586			42,277			32,265
Income tax expense	4,722			4,388			14,506			11,059
Net income	$	9,709		$	8,198		$	27,771		$	21,206
Earnings per common share
Basic	$	0.49		$	0.41		$	1.39		$	1.07
Diluted	0.48			0.41			1.37			1.07

See accompanying notes to consolidated financial statements.

2

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three months ended September 30,					Nine months ended September 30,
(in thousands)	2015		2014			2015			2014
Net income	$	9,709	$	8,198		$	27,771		$	21,206
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities arising during the period, net of income tax expense/benefit for three months of $1,070 and $(505), and for nine months of $793 and $2,574, respectively	1,724		(812		)	1,306			4,147
Less: Reclassification adjustment for realized gains on sale of securities available for sale included in net income, net of income tax expense for three months of $0, and $0, and for nine months of $9 and $0, respectively	—		—			(14		)	—
Total other comprehensive income (loss)	1,724		(812		)	1,292			4,147
Total comprehensive income	$	11,433	$	7,386		$	29,063		$	25,353

See accompanying notes to consolidated financial statements.

3

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(in thousands, except per share data)	Preferred Stock		Common Stock		Treasury Stock			Additional paid in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance January 1, 2015	$	—	$	199	$	(1,743	)	$	207,731		$	108,373		$	1,681		$	316,241
Net income	—		—		—			—			27,771			—			27,771
Other comprehensive loss	—		—		—			—			—			1,292			1,292
Cash dividends paid on common shares, $0.183 per share	—		—		—			—			(3,654		)	—			(3,654		)
Issuance under equity compensation plans, 121,646 shares, net	—		1		—			(832		)	—			—			(831		)
Share-based compensation	—		—		—			2,588			—			—			2,588
Excess tax benefit related to equity compensation plans	—		—		—			156			—			—			156
Balance September 30, 2015	$	—	$	200	$	(1,743	)	$	209,643		$	132,490		$	2,973		$	343,563
(in thousands, except per share data)	Preferred Stock		Common Stock		Treasury Stock			Additional paid in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance January 1, 2014	$	—	$	194	$	(1,743	)	$	200,258		$	85,376		$	(4,380	)	$	279,705
Net income	—		—		—			—			21,206			—			21,206
Other comprehensive income	—		—		—			—			—			4,147			4,147
Cash dividends paid on common shares, $0.105 per share	—		—		—			—			(3,130		)	—			(3,130		)
Issuance under equity compensation plans, 173,461 shares, net	—		2		—			(484		)	—			—			(482		)
Trust preferred securities conversion 287,852 shares	—		3		—			4,999			—			—			5,002
Share-based compensation	—		—		—			2,205			—			—			2,205
Excess tax benefit related to equity compensation plans	—		—		—			101			—			—			101
Balance September 30, 2014	$	—	$	199	$	(1,743	)	$	207,079		$	103,452		$	(233	)	$	308,754

See accompanying notes to consolidated financial statements.

4

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine months ended September 30,
(in thousands)	2015			2014
Cash flows from operating activities:
Net income	$	27,771		$	21,206
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	1,510			1,681
Provision for loan losses	832			3,398
Deferred income taxes	1,937			6,458
Net amortization of debt securities	2,473			2,885
Amortization of intangible assets	842			965
Gain on sale of investment securities	(23		)	—
Mortgage loans originated for sale	(95,744		)	(52,475		)
Proceeds from mortgage loans sold	95,814			49,811
Gain on sale of other real estate	(61		)	(1,514		)
Gain on state tax credits, net	(1,069		)	(860		)
Excess tax benefit of share-based compensation	(156		)	(101		)
Share-based compensation	2,588			2,205
Valuation adjustment on other real estate	82			618
Net accretion of loan discount and indemnification asset	(4,894		)	731
Changes in:
Accrued interest receivable	(703		)	(223		)
Accrued interest payable	(63		)	(103		)
Other assets	4,851			(2,984		)
Other liabilities	4,024			(1,381		)
Net cash provided by operating activities	40,011			30,317
Cash flows from investing activities:
Net increase in loans	(152,970		)	(133,782		)
Net cash proceeds received from FDIC loss share receivable	1,725			6,487
Proceeds from the sale of securities, available for sale	41,069			—
Proceeds from the paydown or maturity of securities, available for sale	40,230			35,503
Proceeds from the paydown or maturity of securities, held to maturity	1,848			—
Proceeds from the redemption of other investments	29,362			18,637
Proceeds from the sale of state tax credits held for sale	5,353			4,099
Proceeds from the sale of other real estate	5,662			14,435
Payments for the purchase/origination of:
Securities, available for sale	(150,934		)	(53,664		)
Other investments	(23,931		)	(21,324		)
State tax credits held for sale	(14,004		)	—
Fixed assets	(1,152		)	(1,556		)
Net cash used in investing activities	(217,742		)	(131,165		)
Cash flows from financing activities:
Net increase in noninterest-bearing deposit accounts	48,828			42,118
Net increase (decrease) in interest-bearing deposit accounts	273,625			(67,307		)
Proceeds from Federal Home Loan Bank advances	635,900			799,600
Repayments of Federal Home Loan Bank advances	(704,900		)	(729,600		)
Repayments of notes payable	(900		)	(4,500		)
Net decrease in other borrowings	(44,299		)	(22,709		)
Cash dividends paid on common stock	(3,654		)	(3,130		)
Excess tax benefit of share-based compensation	156			101
Issuance of common stock, net	(831		)	(482		)
Net cash provided by financing activities	203,925			14,091
Net increase (decrease) in cash and cash equivalents	26,194			(86,757		)
Cash and cash equivalents, beginning of period	100,696			210,569
Cash and cash equivalents, end of period	$	126,890		$	123,812
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	9,415		$	10,920
Income taxes	8,763			8,998
Noncash transactions:
Transfer to other real estate owned in settlement of loans	$	6,604		$	7,468
Sales of other real estate financed	—			5,102
Issuance of common stock from Trust Preferred Securities conversion	—			5,002

See accompanying notes to consolidated financial statements.

5

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used by Enterprise Financial Services Corp (the "Company" or "Enterprise") in the preparation of the condensed consolidated financial statements are summarized below:

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate customers located in the St. Louis, Kansas City and Phoenix metropolitan markets through its banking subsidiary, Enterprise Bank & Trust (the "Bank").

Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Basis of Financial Statement Presentation

The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

6

NOTE 2 - EARNINGS PER SHARE

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and restricted stock awards where recipients have satisfied the vesting terms. Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and the if-converted method for convertible trust preferred securities.

The following table presents a summary of per common share data and amounts for the periods indicated.

	Three months ended September 30,				Nine months ended September 30,
(in thousands, except per share data)	2015		2014		2015		2014
Net income as reported	$	9,709	$	8,198	$	27,771	$	21,206
Impact of assumed conversions
Interest on 9% convertible trust preferred securities, net of income tax	—		—		—		66
Net income available to common shareholders and assumed conversions	$	9,709	$	8,198	$	27,771	$	21,272
Weighted average common shares outstanding	19,995		19,838		19,970		19,729
Incremental shares from assumed conversions of convertible trust preferred securities	—		—		—		76
Additional dilutive common stock equivalents	266		142		266		165
Weighted average diluted common shares outstanding	$	20,261	$	19,980	$	20,236	$	19,970
Basic earnings per common share:	$	0.49	$	0.41	$	1.39	$	1.07
Diluted earnings per common share:	$	0.48	$	0.41	$	1.37	$	1.07

For the three and nine months ended September 30, 2015 and 2014, the amount of common stock equivalents excluded from the earnings per share calculations because their effect was anti-dilutive was 0.1 million, and 0.3 million common stock equivalents, respectively.

7

NOTE 3 - INVESTMENTS

The following table presents the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity:

	September 30, 2015
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	99,015	$	1,298	$	—		$	100,313
Obligations of states and political subdivisions	40,740		1,219		(380		)	41,579
Agency mortgage-backed securities	325,417		3,983		(796		)	328,604
Total securities available for sale	$	465,172	$	6,500	$	(1,176	)	$	470,496
Held to maturity securities:
Obligations of states and political subdivisions	$	14,848	$	7	$	(212	)	$	14,643
Agency mortgage-backed securities	29,327		131		—			29,458
Total securities held to maturity	$	44,175	$	138	$	(212	)	$	44,101

	December 31, 2014
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	91,355	$	624	$	(153	)	$	91,826
Obligations of states and political subdivisions	33,997		1,300		(416		)	34,881
Agency mortgage-backed securities	271,430		3,577		(1,568		)	273,439
Total securities available for sale	$	396,782	$	5,501	$	(2,137	)	$	400,146
Held to maturity securities:
Obligations of states and political subdivisions	$	14,900	$	—	$	(325	)	$	14,575
Agency mortgage-backed securities	31,085		150		(15		)	31,220
Total securities held to maturity	$	45,985	$	150	$	(340	)	$	45,795

At September 30, 2015, and December 31, 2014, there were no holdings of securities of any one issuer in an amount greater than 10% of shareholders’ equity, other than the U.S. Government agencies and sponsored enterprises. The agency mortgage-backed securities are all issued by U.S. Government-sponsored enterprises. Available for sale securities having a fair value of $260.0 million and $315.8 million at September 30, 2015, and December 31, 2014, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions.

8

The amortized cost and estimated fair value of debt securities at September 30, 2015, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximately 4 years.

	Available for sale				Held to maturity
(in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,091	$	3,115	$	—	$	—
Due after one year through five years	115,027		116,882		2,662		2,648
Due after five years through ten years	16,987		17,524		10,319		10,158
Due after ten years	4,650		4,371		1,867		1,837
Mortgage-backed securities	325,417		328,604		29,327		29,458
	$	465,172	$	470,496	$	44,175	$	44,101

The following table represents a summary of investment securities that had an unrealized loss:

	September 30, 2015
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—
Obligations of states and political subdivisions	15,757		249		3,563		343		19,320		592
Agency mortgage-backed securities	58,913		273		21,138		523		80,051		796
	$	74,670	$	522	$	24,701	$	866	$	99,371	$	1,388
	December 31, 2014
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	5,399	$	10	$	24,852	$	143	$	30,251	$	153
Obligations of states and political subdivisions	16,827		343		5,349		398		22,176		741
Agency mortgage-backed securities	26,367		56		97,054		1,527		123,421		1,583
	$	48,593	$	409	$	127,255	$	2,068	$	175,848	$	2,477

The unrealized losses at both September 30, 2015, and December 31, 2014, were primarily attributable to changes in market interest rates since the securities were purchased. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include among other considerations (1) the present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, (4) structure of the security, and (5) the intent to sell the security or whether it is more likely than not the Company would be required to sell the security before its anticipated recovery in market value. At September 30, 2015, management performed its quarterly analysis of all securities with an unrealized loss and concluded no individual securities were other-than-temporarily impaired.

9

 The gross gains and gross losses realized from sales of available for sale investment securities were as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Gross gains realized	$	—	$	—	$	63		$	—
Gross losses realized	—		—		(40		)	—
Proceeds from sales	—		—		41,069			—

NOTE 4 - PORTFOLIO LOANS

Below is a summary of Portfolio loans by category at September 30, 2015 and December 31, 2014:

(in thousands)	September 30, 2015		December 31, 2014
Commercial and industrial	$	1,371,095	$	1,270,259
Real estate loans:
Commercial - investor owned	424,090		413,026
Commercial - owner occupied	354,178		357,503
Construction and land development	152,979		144,773
Residential	188,985		185,252
Total real estate loans	1,120,232		1,100,554
Consumer and other	109,853		62,208
Portfolio loans	2,601,180		2,433,021
Unearned loan fees, net	976		895
Portfolio loans, including unearned loan costs	$	2,602,156	$	2,433,916

10

A summary of the year-to-date activity in the allowance for loan losses and the recorded investment in Portfolio loans by class and category based on impairment method through September 30, 2015, and at December 31, 2014, is as follows:

(in thousands)	Commercial and industrial			CRE - investor owned			CRE - owner occupied			Construction and land development			Residential real estate			Consumer and other			Total
Allowance for loan losses:
Balance at December 31, 2014	$	17,004		$	4,598		$	3,625		$	1,720		$	2,830		$	408		$	30,185
Provision charged to expense	823			(12		)	(175		)	914			74			(44		)	1,580
Losses charged off	(1,484		)	—			—			—			(1,073		)	(11		)	(2,568		)
Recoveries	769			29			127			60			26			80			1,091
Balance at March 31, 2015	$	17,112		$	4,615		$	3,577		$	2,694		$	1,857		$	433		$	30,288
Provision charged to expense	2,927			(519		)	(347		)	(91		)	100			80			2,150
Losses charged off	(1,578		)	(664		)	—			(350		)	—			(4		)	(2,596		)
Recoveries	420			13			1,287			115			87			1			1,923
Balance at June 30, 2015	$	18,881		$	3,445		$	4,517		$	2,368		$	2,044		$	510		$	31,765
Provision charged to expense	1,501			788			(1,340		)	(660		)	40			270			599
Losses charged off	(572		)	—			—			—			(240		)	(9		)	(821		)
Recoveries	389			16			68			125			108			2			708
Balance at September 30, 2015	$	20,199		$	4,249		$	3,245		$	1,833		$	1,952		$	773		$	32,251

11

(in thousands)	Commercial and industrial		CRE - investor owned		CRE - owner occupied		Construction and land development		Residential real estate		Consumer and other		Total
Balance September 30, 2015
Allowance for loan losses - Ending balance:
Individually evaluated for impairment	$	1,802	$	—	$	—	$	403	$	—	$	—	$	2,205
Collectively evaluated for impairment	18,397		4,249		3,245		1,430		1,952		773		30,046
Total	$	20,199	$	4,249	$	3,245	$	1,833	$	1,952	$	773	$	32,251
Loans - Ending balance:
Individually evaluated for impairment	$	2,975	$	2,954	$	2,248	$	2,823	$	714	$	—	$	11,714
Collectively evaluated for impairment	1,368,120		421,136		351,930		150,156		188,271		110,829		2,590,442
Total	$	1,371,095	$	424,090	$	354,178	$	152,979	$	188,985	$	110,829	$	2,602,156
Balance December 31, 2014
Allowance for Loan Losses - Ending Balance:
Individually evaluated for impairment	$	704	$	—	$	286	$	352	$	1,052	$	—	$	2,394
Collectively evaluated for impairment	16,300		4,598		3,339		1,368		1,778		408		27,791
Total	$	17,004	$	4,598	$	3,625	$	1,720	$	2,830	$	408	$	30,185
Loans - Ending balance:
Individually evaluated for impairment	$	5,998	$	5,036	$	3,384	$	6,866	$	3,082	$	—	$	24,366
Collectively evaluated for impairment	1,264,261		407,990		354,119		137,907		182,170		63,103		2,409,550
Total	$	1,270,259	$	413,026	$	357,503	$	144,773	$	185,252	$	63,103	$	2,433,916

A summary of Portfolio loans individually evaluated for impairment by category at September 30, 2015 and December 31, 2014, is as follows:

	September 30, 2015
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	3,702	$	658	$	2,433	$	3,091	$	1,802	$	5,696
Real estate loans:
Commercial - investor owned	3,047		2,437		—		2,437		—		1,294
Commercial - owner occupied	321		240		—		240		—		967
Construction and land development	3,728		2,862		542		3,404		403		5,934
Residential	714		735		—		735		—		2,450
Consumer and other	—		—		—		—		—		—
Total	$	11,512	$	6,932	$	2,975	$	9,907	$	2,205	$	16,341

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	December 31, 2014
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	8,042	$	2,609	$	3,464	$	6,073	$	704	$	4,136
Real estate loans:
Commercial - investor owned	5,036		—		5,187		5,187		—		4,375
Commercial - owner occupied	1,376		770		519		1,289		286		1,281
Construction and land development	7,961		419		6,929		7,348		352		7,280
Residential	3,082		2,943		150		3,093		1,052		954
Consumer and other	—		—		—		—		—		581
Total	$	25,497	$	6,741	$	16,249	$	22,990	$	2,394	$	18,607

The following table presents details for past due and impaired loans:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Total interest income that would have been recognized under original terms	$	369	$	246	$	913	$	927
Total cash received and recognized as interest income on non-accrual loans	81		51		206		83
Total interest income recognized on impaired loans	4		11		31		27

There were no loans over 90 days past due and still accruing interest at September 30, 2015 or December 31, 2014. At September 30, 2015, there were $0.3 million unadvanced commitments on impaired loans. Other liabilities include approximately $0.2 million for estimated losses attributable to the unadvanced commitments.

The recorded investment in impaired Portfolio loans by category at September 30, 2015 and December 31, 2014, is as follows:

	September 30, 2015
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	3,091	$	—	$	—	$	3,091
Real estate loans:
Commercial - investor owned	2,437		—		—		2,437
Commercial - owner occupied	240		—		—		240
Construction and land development	3,404		—		—		3,404
Residential	735		—		—		735
Consumer and other	—		—		—		—
Total	$	9,907	$	—	$	—	$	9,907

13

	December 31, 2014
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	6,073	$	—	$	—	$	6,073
Real estate loans:
Commercial - investor owned	4,597		590		—		5,187
Commercial - owner occupied	519		770		—		1,289
Construction and land development	7,348		—		—		7,348
Residential	3,093		—		—		3,093
Consumer and other	—		—		—		—
Total	$	21,630	$	1,360	$	—	$	22,990

The recorded investment by category for the Portfolio loans that have been restructured during the three and nine months ended September 30, 2015 and 2014, is as follows:

	Three months ended September 30, 2015					Three months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		—	—		—
Commercial - owner occupied	—	—		—		1	357		357
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		—	—		—
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	4	$	3,842	$	3,842

	Nine months ended September 30, 2015					Nine months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		1	603		603
Commercial - owner occupied	—	—		—		3	1,649		1,399
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		1	125		125
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	8	$	5,862	$	5,612

The restructured Portfolio loans primarily resulted from interest rate concessions and changing the terms of the loans. As of September 30, 2015, the Company had no specific reserves allocated to the loans that have been restructured.

14

There were no Portfolio loans that were restructured and subsequently defaulted during the nine months ended September 30, 2015 or 2014.

The aging of the recorded investment in past due Portfolio loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below.

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	5,472	$	1,043	$	6,515	$	1,364,580	$	1,371,095
Real estate loans:
Commercial - investor owned	577		2,382		2,959		421,131		424,090
Commercial - owner occupied	—		85		85		354,093		354,178
Construction and land development	148		2,283		2,431		150,548		152,979
Residential	13		714		727		188,258		188,985
Consumer and other	—		—		—		110,829		110,829
Total	$	6,210	$	6,507	$	12,717	$	2,589,439	$	2,602,156

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	3,059	$	232	$	3,291	$	1,266,968	$	1,270,259
Real estate loans:
Commercial - investor owned	261		4,450		4,711		408,315		413,026
Commercial - owner occupied	766		496		1,262		356,241		357,503
Construction and land development	702		2,524		3,226		141,547		144,773
Residential	168		—		168		185,084		185,252
Consumer and other	8		—		8		63,095		63,103
Total	$	4,964	$	7,702	$	12,666	$	2,421,250	$	2,433,916

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, and current economic factors among other factors. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

• Grades 1, 2, and 3 – Includes loans to borrowers with a continuous record of strong earnings, sound balance sheet condition and capitalization, ample liquidity with solid cash flow, and whose management team has experience and depth within their industry.

• Grade 4 – Includes loans to borrowers with positive trends in profitability, satisfactory capitalization and balance sheet condition, and sufficient liquidity and cash flow.

• Grade 5 – Includes loans to borrowers that may display fluctuating trends in sales, profitability, capitalization, liquidity, and cash flow.

• Grade 6 – Includes loans to borrowers where an adverse change or perceived weakness has occurred, but may be correctable in the near future. Alternatively, this rating category may also include circumstances where the borrower is starting to reverse a negative trend or condition, or has recently been upgraded from a 7, 8, or 9 rating.

• Grade 7 – Watch credits are borrowers that have experienced financial setback of a nature that is not determined to be severe or influence ‘ongoing concern’ expectations. Although possible, no loss is anticipated, due to strong collateral and/or guarantor support.

15

• Grade 8 – Substandard credits will include those borrowers characterized by significant losses and sustained downward trends in balance sheet condition, liquidity, and cash flow. Repayment reliance may have shifted to secondary sources. Collateral exposure may exist and additional reserves may be warranted.

• Grade 9 – Doubtful credits include borrowers that may show deteriorating trends that are unlikely to be corrected. Collateral values may appear insufficient for full recovery, therefore requiring a partial charge-off, or debt renegotiation with the borrower. The borrower may have declared bankruptcy or bankruptcy is likely in the near term. All doubtful rated credits will be on non-accrual.

The recorded investment by risk category of the Portfolio loans by portfolio class and category at September 30, 2015, which is based upon the most recent analysis performed, and December 31, 2014 is as follows:

	September 30, 2015
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,267,697	$	67,560	$	35,838	$	—	$	1,371,095
Real estate loans:
Commercial - investor owned	390,403		22,034		11,653		—		424,090
Commercial - owner occupied	328,753		20,813		4,612		—		354,178
Construction and land development	136,374		12,139		4,466		—		152,979
Residential	174,883		10,576		3,526		—		188,985
Consumer and other	110,336		—		493		—		110,829
Total	$	2,408,446	$	133,122	$	60,588	$	—	$	2,602,156

	December 31, 2014
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,167,751	$	62,315	$	40,193	$	—	$	1,270,259
Real estate loans:
Commercial - investor owned	372,818		24,088		16,120		—		413,026
Commercial - owner occupied	334,347		18,025		5,131		—		357,503
Construction and land development	123,260		12,993		8,520		—		144,773
Residential	168,543		11,012		5,697		—		185,252
Consumer and other	62,711		51		341		—		63,103
Total	$	2,229,430	$	128,484	$	76,002	$	—	$	2,433,916

16

NOTE 5 - PURCHASE CREDIT IMPAIRED ("PCI") LOANS

Below is a summary of PCI loans by category at September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
(in thousands)	Weighted- Average Risk Rating	Recorded Investment PCI Loans		Weighted- Average Risk Rating	Recorded Investment PCI Loans
Commercial and industrial	6.72	$	3,467	6.57	$	4,012
Real estate loans:
Commercial - investor owned	7.11	32,534		7.07	39,066
Commercial - owner occupied	6.35	20,008		6.35	22,695
Construction and land development	6.31	7,068		6.16	7,740
Residential	5.44	20,404		5.54	25,121
Total real estate loans		80,014			94,622
Consumer and other	6.13	255		5.39	469
Purchase credit impaired loans		$	83,736		$	99,103

The aging of the recorded investment in past due PCI loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below:

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	3,467	$	3,467
Real estate loans:
Commercial - investor owned	4,358		3,441		7,799		24,735		32,534
Commercial - owner occupied	—		543		543		19,465		20,008
Construction and land development	—		1,975		1,975		5,093		7,068
Residential	89		53		142		20,262		20,404
Consumer and other	—		—		—		255		255
Total	$	4,447	$	6,012	$	10,459	$	73,277	$	83,736

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	16	$	16	$	3,996	$	4,012
Real estate loans:
Commercial - investor owned	878		6,484		7,362		31,704		39,066
Commercial - owner occupied	—		2,759		2,759		19,936		22,695
Construction and land development	774		—		774		6,966		7,740
Residential	2,020		1,451		3,471		21,650		25,121
Consumer and other	—		12		12		457		469
Total	$	3,672	$	10,722	$	14,394	$	84,709	$	99,103

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The following table is a rollforward of PCI loans, net of the allowance for loan losses, for the nine months ended September 30, 2015 and 2014.

(in thousands)	Contractual Cashflows			Non-accretable Difference			Accretable Yield			Carrying Amount
Balance December 31, 2014	$	178,145		$	65,719		$	28,733		$	83,693
Principal reductions and interest payments	(19,315		)	—			—			(19,315		)
Accretion of loan discount	—			—			(8,604		)	8,604
Changes in contractual and expected cash flows due to remeasurement	(5,731		)	(26,797		)	9,233			11,833
Reductions due to disposals	(19,734		)	(4,183		)	(3,133		)	(12,418		)
Balance September 30, 2015	$	133,365		$	34,739		$	26,229		$	72,397
Balance December 31, 2013	$	266,068		$	87,438		$	53,530		$	125,100
Principal reductions and interest payments	(25,261		)	—			—			(25,261		)
Accretion of loan discount	—			—			(12,323		)	12,323
Changes in contractual and expected cash flows due to remeasurement	(2,616		)	(7,378		)	(500		)	5,262
Reductions due to disposals	(30,334		)	(7,379		)	(3,849		)	(19,106		)
Balance September 30, 2014	$	207,857		$	72,681		$	36,858		$	98,318

The accretable yield is accreted into interest income over the estimated life of the acquired loans using the effective

yield method.

A summary of activity in the FDIC loss share receivable for the nine months ended September 30, 2015 is as follows:

(in thousands)
Balance December 31, 2014	$	15,866
Adjustments not reflected in income:
Cash received from the FDIC for covered assets	(1,725		)
FDIC reimbursable losses, net	(1,072		)
Adjustments reflected in income:
Amortization, net	(484		)
Loan impairment	(2,611		)
Reductions for payments on covered assets in excess of expected cash flows	(1,355		)
Balance September 30, 2015	$	8,619

Outstanding customer balances on PCI loans were $110.6 million and $135.3 million as of September 30, 2015, and December 31, 2014, respectively.

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NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company issues financial instruments with off balance sheet risk in the normal course of the business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets. At September 30, 2015, there were $0.3 million of unadvanced commitments on impaired loans.

The contractual amounts of off-balance-sheet financial instruments as of September 30, 2015, and December 31, 2014, are as follows:

(in thousands)	September 30, 2015		December 31, 2014
Commitments to extend credit	$	1,099,224	$	947,424
Standby letters of credit	51,701		50,108

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 usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee. Of the total commitments to extend credit at September 30, 2015, and December 31, 2014, approximately $101.4 million and $65.9 million, respectively, represent fixed rate loan commitments. Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate. Other liabilities include approximately $0.2 million for estimated losses attributable to the unadvanced commitments at September 30, 2015 and December 31, 2014.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are issued to support contractual obligations of the Company’s customers. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. The approximate remaining term of standby letters of credit range from 1 month to 2.4 years at September 30, 2015.

Contingencies

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.

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NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

Client-Related Derivative Instruments. The Company enters into interest rate swaps to allow customers to hedge changes in fair value of certain loans. The table below summarizes the notional amounts and fair values of the client-related derivative instruments:

					Asset Derivatives (Other Assets)				Liability Derivatives (Other Liabilities)
	Notional Amount				Fair Value				Fair Value
(in thousands)	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
Non-designated hedging instruments
Interest rate swap contracts	$	146,884	$	141,263	$	1,749	$	907	$	1,749	$	907

Changes in the fair value of client-related derivative instruments are recognized currently in operations. For the three and nine months ended September 30, 2015 and 2014, the gains and losses offset each other due to the Company's hedging of the client swaps with other bank counterparties.

NOTE 8 - FAIR VALUE MEASUREMENTS

Below is a description of certain assets and liabilities measured at fair value.

The following table summarizes financial instruments measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	September 30, 2015
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	100,313	$	—	$	100,313
Obligations of states and political subdivisions	—		38,502		3,077		41,579
Residential mortgage-backed securities	—		328,604		—		328,604
Total securities available for sale	$	—	$	467,419	$	3,077	$	470,496
State tax credits held for sale	—		—		10,089		10,089
Derivative financial instruments	—		1,749		—		1,749
Total assets	$	—	$	469,168	$	13,166	$	482,334
Liabilities
Derivative financial instruments	$	—	$	1,749	$	—	$	1,749
Total liabilities	$	—	$	1,749	$	—	$	1,749

20

	December 31, 2014
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	91,826	$	—	$	91,826
Obligations of states and political subdivisions	—		31,822		3,059		34,881
Residential mortgage-backed securities	—		273,439		—		273,439
Total securities available for sale	$	—	$	397,087	$	3,059	$	400,146
State tax credits held for sale	—		—		11,689		11,689
Derivative financial instruments	—		909		—		909
Total assets	$	—	$	397,996	$	14,748	$	412,744
Liabilities
Derivative financial instruments	$	—	$	907	$	—	$	907
Total liabilities	$	—	$	907	$	—	$	907

• Securities available for sale. Securities classified as available for sale are reported at fair value utilizing Level 2 and Level 3 inputs. Fair values for Level 2 securities are based upon dealer quotes, market spreads, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions at the security level. At September 30, 2015, Level 3 securities available for sale consist primarily of three Auction Rate Securities that are valued based on the securities' estimated cash flows, yields of comparable securities, and live trading levels.

• State tax credits held for sale. At September 30, 2015, of the $48.2 million of state tax credits held for sale on the condensed consolidated balance sheet, approximately $10.1 million were carried at fair value. The remaining $38.1 million of state tax credits were accounted for at cost.

The Company is not aware of an active market that exists for the 10-year streams of state tax credit financial instruments. However, the Company’s principal market for these tax credits consists of Missouri state residents who buy these credits and local and regional accounting firms who broker them. As such, the Company employed a discounted cash flow analysis (income approach) to determine the fair value.

The fair value measurement is calculated using an internal valuation model with market data including discounted cash flows based upon the terms and conditions of the tax credits. If the underlying project remains in compliance with the various federal and state rules governing the tax credit program, each project will generate about 10 years of tax credits. The inputs to the discounted cash flow calculation include: the amount of tax credits generated each year, the anticipated sale price of the tax credit, the timing of the sale and a discount rate. The discount rate is estimated using the LIBOR swap curve at a point equal to the remaining life in years of credits plus a 205 basis point spread. With the exception of the discount rate, the other inputs to the fair value calculation are observable and readily available. The discount rate is considered a Level 3 input because it is an “unobservable input” and is based on the Company’s assumptions. An increase in the discount rate utilized would generally result in a lower estimated fair value of the tax credits. Alternatively, a decrease in the discount rate utilized would generally result in a higher estimated fair value of the tax credits. Given the significance of this input to the fair value calculation, the state tax credit assets are reported as Level 3 assets.

• Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains counterparty quotations to value its interest rate swaps and caps. In addition, the Company validates the counterparty quotations with third party valuation sources. Derivatives with negative fair values are included in Other

21

liabilities in the consolidated balance sheets. Derivatives with positive fair value are included in Other assets in the consolidated balance sheets.

Level 3 financial instruments

The following table presents the changes in Level 3 financial instruments measured at fair value on a recurring basis as of September 30, 2015 and 2014.

• Purchases, sales, issuances and settlements. There were no Level 3 purchases during the quarter ended September 30, 2015 or 2014.

• Transfers in and/or out of Level 3. There were no Level 3 transfers during the quarter ended September 30, 2015 and 2014.

	Securities available for sale, at fair value
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Beginning balance	$	3,070	$	3,051	$	3,059	$	3,040
Total gains:
Included in other comprehensive income	7		3		18		14
Purchases, sales, issuances and settlements:
Purchases	—		—		—		—
Transfer in and/or out of Level 3	—		—		—		—
Ending balance	$	3,077	$	3,054	$	3,077	$	3,054
Change in unrealized gains relating to assets still held at the reporting date	$	7	$	3	$	18	$	14

	State tax credits held for sale
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Beginning balance	$	9,965	$	14,985	$	11,689		$	16,491
Total gains:
Included in earnings	124		146		318			407
Purchases, sales, issuances and settlements:
Sales	—		—		(1,918		)	(1,767		)
Ending balance	$	10,089	$	15,131	$	10,089		$	15,131
Change in unrealized gains (losses) relating to assets still held at the reporting date	$	124	$	146	$	(186	)	$	(58	)

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From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period.

The following table presents financial instruments and non-financial assets measured at fair value on a non-recurring basis as of September 30, 2015.

	(1)		(1)		(1)		(1)
(in thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total losses for the three months ended September 30, 2015		Total losses for the nine months ended September 30, 2015
Impaired loans	$	2,427	$	—	$	—	$	2,427	$	821	$	5,985
Other real estate	890		—		—		890		1		83
Total	$	3,317	$	—	$	—	$	3,317	$	822	$	6,068

(1) The amounts represent only balances measured at fair value during the period and still held as of the reporting date.

Impaired loans are reported at the fair value of the underlying collateral for collateral dependent loans. Fair values for impaired loans are obtained from current appraisals by qualified licensed appraisers or independent valuation specialists. Other real estate owned is adjusted to fair value upon foreclosure of the underlying loan. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less costs to sell. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Certain state tax credits are reported at cost.

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments on the consolidated balance sheets at September 30, 2015 and December 31, 2014.

	September 30, 2015				December 31, 2014
(in thousands)	Carrying Amount		Estimated fair value		Carrying Amount		Estimated fair value
Balance sheet assets
Cash and due from banks	$	46,775	$	46,775	$	42,903	$	42,903
Federal funds sold	45		45		35		35
Interest-bearing deposits	81,070		81,070		63,058		63,058
Securities available for sale	470,496		470,496		400,146		400,146
Securities held to maturity	44,175		44,101		45,985		45,795
Other investments, at cost	15,906		15,906		17,037		17,037
Loans held for sale	4,275		4,275		4,033		4,033
Derivative financial instruments	1,749		1,749		909		909
Portfolio loans, net	2,642,302		2,635,556		2,487,424		2,482,700
State tax credits, held for sale	48,207		53,767		38,309		42,970
Accrued interest receivable	8,660		8,660		7,956		7,956
Balance sheet liabilities
Deposits	2,813,963		2,816,039		2,491,510		2,494,624
Subordinated debentures	56,807		34,463		56,807		34,124
Federal Home Loan Bank advances	75,000		74,998		144,000		144,000
Other borrowings	194,684		194,671		239,883		239,950
Derivative financial instruments	1,749		1,749		907		907
Accrued interest payable	780		780		843		843

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For information regarding the methods and assumptions used to estimate the fair value of each class of financial instruments for which it is practical to estimate such value, refer to Note 20 – Fair Value Measurements in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

The following table presents the level in the fair value hierarchy for the estimated fair values of only the Company’s financial instruments that are not already presented on the condensed consolidated balance sheets at fair value at September 30, 2015, and December 31, 2014.

	Estimated Fair Value Measurement at Reporting Date Using						Balance at September 30, 2015
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	44,101	$	—	$	44,101
Portfolio loans, net	—		—		2,635,556		2,635,556
State tax credits, held for sale	—		—		43,678		43,678
Financial Liabilities:
Deposits	2,357,367		—		458,672		2,816,039
Subordinated debentures	—		34,463		—		34,463
Federal Home Loan Bank advances	—		74,998		—		74,998
Other borrowings	—		194,671		—		194,671
	Estimated Fair Value Measurement at Reporting Date Using						Balance at December 31, 2014
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	45,795	$	—	$	45,795
Portfolio loans, net	—		—		2,482,700		2,482,700
State tax credits, held for sale	—		—		31,281		31,281
Financial Liabilities:
Deposits	1,986,158		—		508,466		2,494,624
Subordinated debentures	—		34,124		—		34,124
Federal Home Loan Bank advances	—		144,000		—		144,000
Other borrowings	—		239,950		—		239,950

NOTE 9 - NEW AUTHORITATIVE ACCOUNTING GUIDANCE

FASB ASU 2014-09, "Revenue from Contracts with Customers" In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance was originally effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this guidance to annual reporting periods beginning after December 15, 2017 for public companies, and permits early adoption on a limited basis. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements, nor decided upon

24

the method of adoption. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.

FASB ASU 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures" In June 2014, the FASB issued ASU No. 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The objective of ASU 2014-11 is to amend the accounting for certain secured financing transactions, and requires enhanced disclosures with respect to transactions recognized as sales in which exposure to the derecognized asset is retained through a separate agreement with the counterparty. In addition, the guidance requires enhanced disclosures with respect to the types and quality of financial assets pledged in secured financing transactions. The guidance became effective in the first quarter of 2015, except for the disclosures regarding the types and quality of financial assets pledged, which became effective in the second quarter of 2015. The adoption of the guidance did not have a material impact on the Company's consolidated balance sheets or statements of operations.

FASB ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs" In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The objective is to reduce cost and complexity in accounting standards while maintaining the usefulness of information being provided to users of financial statements. The guidance becomes effective in the first quarter of 2016 and requires the Company to apply the new guidance on a retrospective basis upon adoption, but early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating the effect of this guidance on its consolidated balance sheets and statements of operations.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Some of the information in this report contains “forward-looking statements” within the meaning of and intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified with use of terms such as “may,” “might,” “will, ”should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “could,” “continue” and the negative of these terms and similar words, although some forward-looking statements are expressed differently. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, but not limited to: credit risk; changes in the appraised valuation of real estate securing impaired loans; outcomes of litigation and other contingencies; exposure to general and local economic conditions; risks associated with rapid increases or decreases in prevailing interest rates; consolidation within the banking industry; competition from banks and other financial institutions; our ability to attract and retain relationship officers and other key personnel; burdens imposed by federal and state regulation; changes in regulatory requirements; changes in accounting regulation or standards applicable to banks; and other risks discussed under the caption “Risk Factors” of our most recently filed Form 10-K and within this Form 10-Q, all of which could cause the Company’s actual results to differ from those set forth in the forward-looking statements.

Readers are cautioned not to place undue reliance on our forward-looking statements, which reflect management’s analysis and expectations only as of the date of such statements. Forward-looking statements speak only as of the date they are made, and the Company does not intend, and undertakes no obligation, to publicly revise or update forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise, except as required by federal securities law. You should understand that it is not possible to predict or identify all risk factors. Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission which are available on our website at www.enterprisebank.com.

Introduction

The following discussion describes the significant changes to the financial condition of the Company that have occurred during the first nine months of 2015 compared to the financial condition as of December 31, 2014. In addition, this discussion summarizes the significant factors affecting the results of operations, liquidity and cash flows of the Company for the three and nine months ended September 30, 2015, compared to the same periods in 2014. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements included in this report and our Annual Report on Form 10-K for the year ended December 31, 2014.

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Executive Summary

Below are highlights of our financial performance for the quarter and year to date period ended September 30, 2015, as compared to the linked quarter ended June 30, 2015, and prior year quarter and year to date period ended September 30, 2014.

(in thousands, except per share data)	For the Three Months ended and At									For the Nine Months ended
	September 30, 2015			June 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
EARNINGS
Total interest income	$	33,180		$	32,352		$	31,036		$	97,683		$	97,369
Total interest expense	3,174			3,072			3,592			9,352			10,817
Net interest income	30,006			29,280			27,444			88,331			86,552
Provision for portfolio loans	599			2,150			66			4,329			2,441
Provision (provision reversal) for purchase credit impaired loans	(227		)	—			(1,877		)	(3,497		)	957
Net interest income after provision for loan losses	29,634			27,130			29,255			87,499			83,154
Total noninterest income	4,729			5,806			4,452			14,118			11,779
Total noninterest expense	19,932			19,458			21,121			59,340			62,668
Income before income tax expense	14,431			13,478			12,586			42,277			32,265
Income tax expense	4,722			4,762			4,388			14,506			11,059
Net income	$	9,709		$	8,716		$	8,198		$	27,771		$	21,206
Basic earnings per share	$	0.49		$	0.44		$	0.41		$	1.39		$	1.07
Diluted earnings per share	0.48			0.43			0.41			1.37			1.07
Return on average assets	1.13		%	1.06		%	1.02		%	1.11		%	0.91		%
Return on average common equity	11.38		%	10.56		%	10.62		%	11.24		%	9.54		%
Return on average tangible common equity	12.65		%	11.77		%	11.98		%	12.53		%	10.83		%
Net interest margin (fully tax equivalent)	3.77		%	3.85		%	3.75		%	3.84		%	4.05		%
Efficiency ratio	57.38		%	55.46		%	66.22		%	57.92		%	63.73		%
ASSET QUALITY(1)
Net charge-offs (recoveries)	$	113		$	672		$	(311	)	$	2,263		$	931
Nonperforming loans	9,123			17,498			18,212
Classified assets	62,679			61,722			81,382
Nonperforming loans to total loans	0.35		%	0.69		%	0.79		%
Nonperforming assets to total assets	0.30		%	0.58		%	0.64		%
Allowance for loan losses to total loans	1.24		%	1.25		%	1.25		%
Net charge-offs to average loans (annualized)	0.02		%	0.11		%	(0.05		)%	0.12		%	0.06		%
(1) Excludes PCI loans and other assets covered under FDIC loss share agreements, except for their inclusion in total assets.

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Below are highlights of the Company's Core performance measures, which we believe are important measures of financial performance, but are non-GAAP measures. Core performance measures include contractual interest on PCI loans, but exclude incremental accretion on these loans, and exclude the Change in the FDIC receivable, gain or loss of other real estate covered under FDIC loss share agreements, and certain other income and expense items the Company believes are not indicative of or useful to measure the Company's operating performance on an ongoing basis. A reconciliation of Core performance measures has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures".

	For the Three Months ended									For the Nine Months ended
(in thousands)	September 30, 2015			June 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
CORE PERFORMANCE MEASURES(1)
Net interest income	$	27,087		$	26,277		$	24,865		$	78,951		$	72,771
Provision for portfolio loans	599			2,150			66			4,329			2,441
Noninterest income	5,939			6,741			5,926			18,519			18,110
Noninterest expense	19,347			19,030			19,347			57,445			59,199
Income before income tax expense	13,080			11,838			11,378			35,696			29,241
Income tax expense	4,204			4,134			3,926			11,985			9,901
Net income	$	8,876		$	7,704		$	7,452		$	23,711		$	19,340
Diluted earnings per share	$	0.44		$	0.38		$	0.37		$	1.17		$	0.97
Return on average assets	1.03		%	0.93		%	0.93		%	0.95		%	0.83		%
Return on average common equity	10.41		%	9.34		%	9.65		%	9.59		%	8.70		%
Return on average tangible common equity	11.56		%	10.41		%	10.89		%	10.70		%	9.88		%
Net interest margin (fully tax equivalent)	3.41		%	3.46		%	3.41		%	3.44		%	3.42		%
Efficiency ratio	58.58		%	57.64		%	62.83		%	58.94		%	65.14		%
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

During the nine months ended September 30, 2015, the Company noted the following trends:

• The Company reported net income of $27.8 million, or $1.37 per share, for the nine months ended September 30, 2015, compared to $21.2 million, or $1.07 per share, for the same period in 2014. The increase in net income over the prior year was primarily due to an increase in reversal of provision for PCI loan loss, an increase in noninterest income, and a decrease in noninterest expenses from lower legal expense on problem loans and expense management.

• On a core basis¹, net income was $23.7 million, or $1.17 per share, for the nine months ended September 30, 2015, compared to $19.3 million, or $0.97 per share, in the prior year period. The increase was primarily due to increases in earning asset balances, driving growth in core net interest income, combined with a reduction in noninterest expenses and increases in noninterest income from service charges on deposits and other fee income.

• Net interest income for the first nine months of 2015 increased $1.8 million, or 2%, from the prior year period due to strong portfolio loan growth during the year, offset by a decline in accelerations from PCI loans. On a core basis¹, net interest income increased $6.2 million, or 8%, when compared to the prior year period due to strong portfolio loan growth and improvements in funding costs during 2014 and 2015.

• The Core net interest margin¹, for the first nine months of 2015, defined as Net interest margin (fully tax equivalent), including contractual interest on PCI loans, but excluding the incremental accretion on these

28

loans, increased two basis points from the prior year period primarily due to the managed reductions in funding costs combined with an improved earning asset mix.

• Core noninterest income¹, for the first nine months of 2015, which primarily includes the Company's wealth management revenue, service charges and other fees on deposit accounts, sales of other real estate, and state tax brokerage activity, increased 2% compared to the prior year period primarily due to an increase in Service charges on deposit accounts and other fees.

• Noninterest expense declined 5% and the Company's efficiency ratio improved to 57.9% from 63.7% when compared to the prior year. Core noninterest expense¹ declined 3% when compared to the prior year, and the Core efficiency ratio¹ improved to 58.9% from 65.1% when compared to the prior year period primarily due to growth in revenue.

Other highlights:

• The Company's Board approved an increase in the Company’s quarterly cash dividend to $0.08 per common share for the fourth quarter of 2015 from $0.07, payable on December 31, 2015 to shareholders of record as of the close of business on December 15, 2015.

• The Company received a $65 million allocation of New Markets Tax Credits ("NMTC"), which is the fourth allocation of NMTC received in the past five years, for a total of $183 million.

• The Company's Board also authorized the repurchase of up to two million common shares, representing approximately 10% of the Company’s currently outstanding shares. Shares may be bought back in open market or privately negotiated transactions over an indeterminate time period based on market and business conditions. The Company had not repurchased any shares pursuant to this publicly announced program as of September 30, 2015.

Balance sheet highlights:

• Loans – Loans totaled $2.7 billion at September 30, 2015, including $83.7 million of PCI loans. Portfolio loans excluding PCI loans increased$168.2 million, or 7%, from December 31, 2014. Commercial and industrial loans increased$100.8 million, or 8%, Consumer and other loans increased$47.7 million, or 76%, Construction loans and Residential real estate loans increased$11.9 million, or 4%, and Commercial real estate increased$7.7 million, or 1%. See Item 1, Note 4 – Portfolio Loans for more information.

• Deposits – Total deposits at September 30, 2015 were $2.8 billion, an increase of $322.5 million, or 13%, from December 31, 2014, partially due to enhanced deposit gathering efforts in both commercial and business banking.

• Asset quality – Nonperforming loans, including troubled debt restructurings, were $9.1 million at September 30, 2015, compared to $22.2 million at December 31, 2014. Nonperforming loans represented 0.35% of portfolio loans at September 30, 2015 versus 0.91% at December 31, 2014. There were no portfolio loans that were over 90 days delinquent and still accruing at September 30, 2015 or December 31, 2014.

Provision for portfolio loan losses was $4.3 million for the nine months ended September 30, 2015, compared to $2.4 million for the nine months ended September 30, 2014. See Item 1, Note 4 – Portfolio Loans, and Provision and Allowance for Loan Losses in this section for more information.

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RESULTS OF OPERATIONS

Net Interest Income

Average Balance Sheet

The following table presents, for the periods indicated, certain information related to our average interest-earning assets and interest-bearing liabilities, as well as, the corresponding interest rates earned and paid, all on a tax equivalent basis.

	Three months ended September 30,
	2015							2014
(in thousands)	Average Balance			Interest Income/Expense		Average Yield/ Rate		Average Balance			Interest Income/Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Taxable portfolio loans (1)	$	2,505,985		$	26,061	4.13	%	$	2,251,765		$	23,766	4.19	%
Tax-exempt portfolio loans (2)	39,218			644		6.51		34,012			565		6.59
Purchase credit impaired loans	85,155			4,167		19.41		115,709			4,280		14.68
Total loans	2,630,358			30,872		4.66		2,401,486			28,611		4.73
Taxable investments in debt and equity securities	431,313			2,188		2.01		434,159			2,300		2.10
Non-taxable investments in debt and equity securities (2)	43,867			483		4.37		43,529			481		4.38
Short-term investments	95,642			68		0.28		63,896			43		0.27
Total securities and short-term investments	570,822			2,739		1.90		541,584			2,824		2.07
Total interest-earning assets	3,201,180			33,611		4.17		2,943,070			31,435		4.24
Noninterest-earning assets:
Cash and due from banks	49,057							36,167
Other assets	210,109							247,846
Allowance for loan losses	(43,630		)					(46,723		)
Total assets	$	3,416,716						$	3,180,360
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	518,260		$	293	0.22	%	$	327,113		$	163	0.20	%
Money market accounts	1,023,062			822		0.32		809,766			653		0.32
Savings	92,596			58		0.25		82,955			52		0.25
Certificates of deposit	500,877			1,543		1.22		580,186			1,741		1.19
Total interest-bearing deposits	2,134,795			2,716		0.50		1,800,020			2,609		0.58
Subordinated debentures	56,807			314		2.19		56,807			306		2.14
Other borrowed funds	203,133			144		0.28		354,637			677		0.76
Total interest-bearing liabilities	2,394,735			3,174		0.53		2,211,464			3,592		0.64
Noninterest bearing liabilities:
Demand deposits	653,450							637,425
Other liabilities	30,163							25,164
Total liabilities	3,078,348							2,874,053
Shareholders' equity	338,368							306,307
Total liabilities & shareholders' equity	$	3,416,716						$	3,180,360
Net interest income				$	30,437						$	27,843
Net interest spread						3.64	%						3.60	%
Net interest margin						3.77	%						3.75	%

30

(1) Average balances include non-accrual loans. Loan fees, net of amortization of deferred loan origination fees and costs, included in interest income are approximately $0.6 million and $0.2 million for the three months ended September 30, 2015 and 2014 respectively.

(2) Non-taxable income is presented on a fully tax-equivalent basis using a 38% tax rate in 2015 and 2014. The tax-equivalent adjustments were $0.4 million for the three months ended September 30, 2015 and 2014.

	Nine months ended September 30,
	2015							2014
(in thousands)	Average Balance			Interest Income/Expense		Average Yield/ Rate		Average Balance			Interest Income/Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Taxable portfolio loans (1)	$	2,449,606		$	75,560	4.12	%	$	2,185,744		$	69,135	4.23	%
Tax-exempt portfolio loans (2)	38,691			1,896		6.55		34,973			1,776		6.79
Purchase credit impaired loans	91,464			13,376		19.55		124,481			19,348		20.78
Total loans	2,579,761			90,832		4.71		2,345,198			90,259		5.15
Taxable investments in debt and equity securities	424,058			6,541		2.06		421,015			6,747		2.14
Non-taxable investments in debt and equity securities (2)	42,913			1,421		4.43		43,777			1,446		4.42
Short-term investments	68,926			153		0.30		86,212			146		0.23
Total securities and short-term investments	535,897			8,115		2.02		551,004			8,339		2.02
Total interest-earning assets	3,115,658			98,947		4.25		2,896,202			98,598		4.55
Noninterest-earning assets:
Cash and due from banks	48,633							22,903
Other assets	212,419							257,494
Allowance for loan losses	(44,280		)					(45,718		)
Total assets	$	3,332,430						$	3,130,881
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	503,142		$	849	0.23	%	$	257,749		$	385	0.20	%
Money market accounts	915,989			2,136		0.31		882,496			2,093		0.32
Savings	86,996			162		0.25		81,519			151		0.25
Certificates of deposit	522,157			4,728		1.21		602,332			5,248		1.16
Total interest-bearing deposits	2,028,284			7,875		0.52		1,824,096			7,877		0.58
Subordinated debentures	56,807			924		2.18		58,309			1,016		2.33
Other borrowed funds	235,622			553		0.31		315,165			1,924		0.82
Total interest-bearing liabilities	2,320,713			9,352		0.54		2,197,570			10,817		0.66
Noninterest bearing liabilities:
Demand deposits	654,721							614,105
Other liabilities	26,556							22,101
Total liabilities	3,001,990							2,833,776
Shareholders' equity	330,440							297,105
Total liabilities & shareholders' equity	$	3,332,430						$	3,130,881
Net interest income				$	89,595						$	87,781
Net interest spread						3.71	%						3.89	%
Net interest margin						3.84	%						4.05	%

(1) Average balances include non-accrual loans. Loan fees, net of amortization of deferred loan origination fees and costs, included in interest income are approximately $1.5 million and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively.

(2) Non-taxable income is presented on a fully tax-equivalent basis using a 38% tax rate in 2015 and 2014. The tax-equivalent adjustments were $1.3 million and $1.2 million for the nine months ended September 30, 2015 and 2014.

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Rate/Volume

The following table sets forth, on a tax-equivalent basis for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in yield/rates and volume.

	2015 compared to 2014
	Three months ended September 30,									Nine months ended September 30,
	Increase (decrease) due to									Increase (decrease) due to
(in thousands)	Volume(1)			Rate(2)			Net			Volume(1)			Rate(2)			Net
Interest earned on:
Taxable portfolio loans	$	2,648		$	(353	)	$	2,295		$	8,174		$	(1,749	)	$	6,425
Tax-exempt portfolio loans (3)	85			(6		)	79			184			(64		)	120
Purchase credit impaired loans	(1,294		)	1,181			(113		)	(4,884		)	(1,088		)	(5,972		)
Taxable investments in debt and equity securities	(15		)	(97		)	(112		)	49			(255		)	(206		)
Non-taxable investments in debt and equity securities (3)	4			(2		)	2			(29		)	4			(25		)
Short-term investments	23			2			25			(33		)	40			7
Total interest-earning assets	$	1,451		$	725		$	2,176		$	3,461		$	(3,112	)	$	349
Interest paid on:
Interest-bearing transaction accounts	$	106		$	24		$	130		$	408		$	56		$	464
Money market accounts	171			(2		)	169			78			(35		)	43
Savings	6			—			6			10			1			11
Certificates of deposit	(243		)	45			(198		)	(720		)	200			(520		)
Subordinated debentures	—			8			8			(27		)	(65		)	(92		)
Borrowed funds	(215		)	(318		)	(533		)	(399		)	(972		)	(1,371		)
Total interest-bearing liabilities	(175		)	(243		)	(418		)	(650		)	(815		)	(1,465		)
Net interest income	$	1,626		$	968		$	2,594		$	4,111		$	(2,297	)	$	1,814

(1) Change in volume multiplied by yield/rate of prior period.

(2) Change in yield/rate multiplied by volume of prior period.

(3) Nontaxable income is presented on a fully-tax equivalent basis using the combined statutory federal and state income tax rate in effect for each year.

NOTE: The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Net interest income (on a tax equivalent basis) was $30.4 million for the three months ended September 30, 2015, compared to $27.8 million for the same period of 2014, an increase of $2.6 million, or 9%. Total interest income increased$2.2 million and total interest expense decreased$0.4 million. The tax-equivalent net interest rate margin was 3.77% for the third quarter of 2015, compared to 3.85% for the second quarter of 2015, and 3.75% in the third quarter of 2014.

Net interest income (on a tax equivalent basis) was $89.6 million for the nine months ended September 30, 2015, compared to $87.8 million for the same period of 2014, an increase of $1.8 million, or 2%. Total interest income increased$0.3 million and total interest expense decreased$1.5 million. The tax-equivalent net interest rate margin was 3.84% for the nine months ended September 30, 2015, compared to 4.05% for the nine months ended September 30, 2014.

Interest rates remain at historically low levels and continue to negatively impact loan yields leading to lower net interest margins. As seen in the table above, during the nine months ended September 30, 2015, changes in interest

32

rates have led to a $1.8 million, and $1.1 million reduction in interest income in our portfolio and PCI loans, respectively. Additionally, the run-off of higher yielding PCI loans continue to negatively impact net interest margin leading to a $4.9 milliondecrease in interest income due to volume. To partially mitigate lower yields on loans, the Company managed deposit costs lower and decreased other borrowing costs including the prepayment of $50.0 million of FHLB borrowings in December 2014.

Core net interest margin¹ was 3.44% for the nine months ended September 30, 2015, compared to 3.42% for the prior year period.  Core net interest margin¹ increased two basis points from the prior year quarter primarily due to the managed reductions in funding costs combined with an improved earning asset mix. These factors mitigated continued pressure in portfolio loan yields and reductions in PCI loan balances as those balances continue to run-off. Pressure on loan yields and continued reductions in PCI loan balances could lead to a modest decline in core net interest margin in the remaining three months of 2015 and into 2016.

Purchase Credit Impaired "PCI" Contribution

The following table illustrates the financial contribution of PCI loans and other assets covered under FDIC shared loss agreements for the periods indicated.

	For the Three Months ended						For the Nine Months ended
(in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Contractual interest income	$	1,248		$	1,701		$	3,996		$	5,567
Accelerated cash flows and other incremental accretion	2,919			2,579			9,380			13,781
Estimated funding cost	(293		)	(314		)	(939		)	(1,078		)
Total net interest income	3,874			3,966			12,437			18,270
(Provision) benefit for loan losses	227			1,877			3,497			(957		)
Gain (loss) on sale of other real estate	31			(45		)	26			250
Change in FDIC loss share receivable	(1,241		)	(2,374		)	(4,450		)	(7,526		)
Change in FDIC clawback liability	(298		)	(1,028		)	(760		)	(1,060		)
Other expenses	(287		)	(731		)	(1,136		)	(2,386		)
PCI assets income before income tax expense	$	2,306		$	1,665		$	9,614		$	6,591

At September 30, 2015, the remaining accretable yield on the portfolio was estimated to be $26 million and the non-accretable difference was approximately $35 million. Absent cash flow accelerations or pool impairment, the Company currently estimates average PCI loan balances to be approximately $80 million, and income before tax expense on PCI assets will be approximately $11 million to $13 million in 2015.

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Noninterest Income

The following table presents a comparative summary of the major components of noninterest income for the periods indicated.

	Three months ended September 30,
(in thousands)	2015			2014			Increase (decrease)
Wealth management revenue	$	1,773		$	1,754		$	19		1	%
Service charges on deposit accounts	2,044			1,812			232			13	%
Other service charges and fee income	871			849			22			3	%
Sale of other real estate	1			159			(158		)	(99	)%
State tax credit activity, net	321			156			165			106	%
Miscellaneous income	929			1,196			(267		)	(22	)%
Core noninterest income(1)	5,939			5,926			13			—	%
Gain (loss) on sale of other real estate covered under FDIC loss share agreements	31			(45		)	76			(169	)%
Change in FDIC loss share receivable	(1,241		)	(2,374		)	1,133			(48	)%
Closing fee	—			945			(945		)	(100	)%
Total noninterest income	$	4,729		$	4,452		$	277		6	%
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

	Nine months ended September 30,
(in thousands)	2015			2014			Increase (decrease)
Wealth management revenue	$	5,291		$	5,191		$	100		2	%
Service charges on deposit accounts	5,898			5,317			581			11	%
Other service charges and fee income	2,464			2,188			276			13	%
Sale of other real estate	35			1,264			(1,229		)	(97	)%
State tax credit activity, net	1,069			860			209			24	%
Miscellaneous income	3,762			3,290			472			14	%
Core noninterest income(1)	18,519			18,110			409			2	%
Gain (loss) on sale of other real estate covered under FDIC loss share agreements	26			250			(224		)	(90	)%
Gain on sale of investment securities	23			—			23			—
Change in FDIC loss share receivable	(4,450		)	(7,526		)	3,076			(41	)%
Closing fee	—			$	945		(945		)	(100	)%
Total noninterest income	$	14,118		$	11,779		$	2,339		20	%
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

Noninterest income increased$2.3 million, or 20% in the first nine months of 2015 compared to the first nine months of 2014. Core noninterest income¹grew2% in the first nine months of 2015 due to an increase in allocation fees from tax credit projects, increases in fees earned from recoveries, gain on sales of mortgages, and swap fee income. Service charges on deposit accounts for the first nine months of 2015 increased 11% compared to the prior year period due to an increase in deposit balances and growth in relationships.

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Noninterest Expense

The following table presents a comparative summary of the major components of noninterest expense for the periods indicated.

	Three months ended September 30,
(in thousands)	2015		2014		Increase (decrease)
Core expenses (1):
Employee compensation and benefits - core	$	11,237	$	11,622	$	(385	)	(3	)%
Occupancy - core	1,580		1,655		(75		)	(5	)%
Data processing - core	1,107		978		129			13	%
FDIC and other insurance	654		710		(56		)	(8	)%
Professional fees - core	772		721		51			7	%
Loan, legal and other real estate expense - core	567		446		121			27	%
Other - core	3,430		3,215		215			7	%
Core noninterest expense(1)	19,347		19,347		—			—	%
FDIC clawback	298		1,028		(730		)	(71	)%
Other loss share expenses	287		746		(459		)	(62	)%
Total noninterest expense	$	19,932	$	21,121	$	(1,189	)	(6	)%
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

	Nine months ended September 30,
(in thousands)	2015		2014		Increase (decrease)
Core expenses (1):
Employee compensation and benefits - core	$	33,517	$	34,609	$	(1,092	)	(3	)%
Occupancy - core	4,845		4,917		(72		)	(1	)%
Data processing - core	3,205		3,098		107			3	%
FDIC and other insurance	2,046		2,170		(124		)	(6	)%
Professional fees - core	2,582		2,569		13			1	%
Loan, legal and other real estate expense - core	1,188		2,152		(964		)	(45	)%
Other - core	10,062		9,684		378			4	%
Core noninterest expense(1)	57,445		59,199		(1,754		)	(3	)%
FDIC clawback	760		1,060		(300		)	(28	)%
Other loss share expenses	1,135		2,409		(1,274		)	(53	)%
Total noninterest expense	$	59,340	$	62,668	$	(3,328	)	(5	)%
(1) A non-GAAP measure. A reconciliation has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures."

Noninterest expenses were $59.3 million for the nine months ended September 30, 2015, compared to $62.7 million for the nine months ended September 30, 2014. Core noninterest expenses¹, which exclude certain items and expenses directly related to PCI loans and assets covered under loss share agreements decreased to $57.4 million for the nine months ended September 30, 2015, from $59.2 million for the prior year period.

The Company's Core efficiency ratio¹ was 58.9% for the nine months ended September 30, 2015, compared to 65.1% for the prior year, and reflects lower legal expenses on problem loans, overall expense management and revenue growth trends. Core efficiency ratio is a non-GAAP measure. A reconciliation of Core efficiency ratio has been included in this MD&A section under the caption "Use of Non-GAAP Financial Measures".

35

The Company anticipates total noninterest expenses to be between $19 million and $21 million per quarter for the remainder of 2015 and throughout 2016.

Income Taxes

The Company's income tax expense for the three and nine months ended September 30, 2015, which includes both federal and state taxes, was $4.7 million and $14.5 million, respectively, compared to $4.4 million and $11.1 million for the same periods of 2014. The combined federal and state effective income tax rates for the three and nine months ended September 30, 2015 were 32.7% and 34.3%, respectively, compared to 34.9% and 34.3% for the same periods of 2014, respectively. The decrease in the effective tax rate as compared to the prior year quarter was mainly due to lower state income tax expense, including $0.3 million related to prior years.

Summary Balance Sheet

(in thousands)	September 30, 2015		December 31, 2014		Increase (decrease)
Total cash and cash equivalents	$	126,890	$	100,696	26,194		26.0	%
Securities available for sale	470,496		400,146		70,350		17.6	%
Securities held to maturity	44,175		45,985		(1,810	)	(3.9	)%
Portfolio loans	2,602,156		2,433,916		168,240		6.9	%
Purchase credit impaired loans	83,736		99,103		(15,367	)	(15.5	)%
Total assets	3,516,541		3,277,003		239,538		7.3	%
Deposits	2,813,963		2,491,510		322,453		12.9	%
Total liabilities	3,172,978		2,960,762		212,216		7.2	%
Total shareholders' equity	343,563		316,241		27,322		8.6	%

Assets

Loans by Type

The Company grants commercial, residential, and consumer loans primarily in the St. Louis, Kansas City and Phoenix metropolitan areas. The Company has a diversified loan portfolio, with no particular concentration of credit in any one economic sector; however, a substantial portion of the portfolio is secured by real estate. The ability of the Company's borrowers to honor their contractual obligations is partially dependent upon the local economy and its effect on the real estate market. The following table summarizes the composition of the Company's loan portfolio:

(in thousands)	September 30, 2015		December 31, 2014		Increase (decrease)
Commercial and industrial	$	1,371,095	$	1,270,259	$	100,836		7.9	%
Commercial real estate - investor owned	424,090		413,026		11,064			2.7	%
Commercial real estate - owner occupied	354,178		357,503		(3,325		)	(0.9	)%
Construction and land development	152,979		144,773		8,206			5.7	%
Residential real estate	188,985		185,252		3,733			2.0	%
Consumer and other	110,829		63,103		47,726			75.6	%
Portfolio loans	2,602,156		2,433,916		168,240			6.9	%
Purchase credit impaired loans	83,736		99,103		(15,367		)	(15.5	)%
Total loans	$	2,685,892	$	2,533,019	$	152,873		6.0	%

36

Portfolio loans grew by$168.2 millionto$2.6 billionatSeptember 30, 2015when compared toDecember 31, 2014. PCI loans totaled$83.7 millionatSeptember 30, 2015, a decrease of$15.4 million, or 16%, from December 31, 2014, primarily as a result of principal paydowns and accelerated loan payoffs.

The following table illustrates loan growth from selected specialized market segments:

(in thousands)	September 30, 2015	December 31, 2014	$ Change	% Change
Enterprise value lending	245,814	202,468	43,346	21.4	%
Life insurance premium financing	247,736	220,909	26,827	12.1	%
Tax credits	145,207	129,782	15,425	11.9	%

These specialized market segments are primarily C&I loans and have contributed significantly to the Company's loan growth in the first nine months of 2015. These loans are sourced through relationships developed with private equity funds and estate planning, or through deployment of tax credit allocations, and are not bound geographically by our traditional three markets.

37

Provision and Allowance for Loan Losses

The following table summarizes changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off, by loan category, and additions to the allowance charged to expense.

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2015			2014			2015			2014
Allowance at beginning of period, for portfolio loans	$	31,765		$	28,422		$	30,185		$	27,289
Loans charged off:
Commercial and industrial	(572		)	(215		)	(3,634		)	(1,694		)
Real estate:
Commercial	—			(50		)	(664		)	(724		)
Construction and land development	—			(600		)	(350		)	(905		)
Residential	(240		)	—			(1,313		)	—
Consumer and other	(9		)	—			(24		)	(4		)
Total loans charged off	(821		)	(865		)	(5,985		)	(3,327		)
Recoveries of loans previously charged off:
Commercial and industrial	389			880			1,578			1,221
Real estate:
Commercial	84			31			1,540			106
Construction and land development	125			35			300			759
Residential	108			230			221			310
Consumer and other	2			1			83			1
Total recoveries of loans	708			1,177			3,722			2,397
Net loan chargeoffs	(113		)	312			(2,263		)	(930		)
Provision for loan losses	599			66			4,329			2,441
Allowance at end of period, for portfolio loans	$	32,251		$	28,800		$	32,251		$	28,800
Allowance at beginning of period, for purchase credit impaired loans	$	11,594		$	17,539		$	15,410		$	15,438
Loans charged off	(10		)	(8		)	(12		)	(171		)
Other	(18		)	(110		)	(562		)	(680		)
Net loan chargeoffs	(28		)	(118		)	(574		)	(851		)
Provision (provision reversal) for loan losses	(227		)	(1,877		)	(3,497		)	957
Allowance at end of period, for purchase credit impaired loans	$	11,339		$	15,544		$	11,339		$	15,544
Total allowance at end of period	$	43,590		$	44,344		$	43,590		$	44,344
Excludes purchase credit impaired loans
Average loans	$	2,540,948		$	2,280,377		$	2,483,488		$	2,217,000
Total portfolio loans	2,602,156			2,294,905			2,602,156			2,294,905
Net chargeoffs to average loans (annualized)	0.02		%	(0.05		)%	0.12		%	0.06		%
Allowance for loan losses to total loans	1.24			1.25			1.24			1.25

The provision for loan losses on portfolio loans for the ninemonths ended September 30, 2015was $4.3 million compared to $2.4 million for the comparable 2014 period. The provision for loan losses for the nine month period ended September 30, 2015 was primarily to provide for strong loan growth and to provide for changes in charge-off trends.

38

For PCI loans, the Company remeasures contractual and expected cash flows periodically. When the remeasurement process results in a decrease in expected cash flows, typically due to an increase in expected credit losses, impairment is recorded through provision for loan losses. Similarly, when expected credit losses decrease in the remeasurement process, prior recorded impairment is reversed before the yield is increased prospectively. There was $3.5 million of provision reversal for loan losses on PCI loans for the nine months ended September 30, 2015, compared to provision of $1.0 million for the comparable 2014 period.

The allowance for loan losses on portfolio loans was 1.24% of total loans at September 30, 2015 compared to 1.25% at September 30, 2014. Management believes the allowance for loan losses is adequate to absorb inherent losses in the loan portfolio and coverage trends reflect steady improvements in credit quality measures and classified loan levels. The reduction in the ratio of allowance for loan losses to total loans over the prior year period is due to lower levels of nonperforming loans, as well as continued improvement in our loss migration results.

Nonperforming assets

The following table presents the categories of nonperforming assets and other ratios as of the dates indicated.

(in thousands)	September 30, 2015			December 31, 2014			September 30, 2014
Non-accrual loans	$	9,123		$	20,892		$	16,507
Loans past due 90 days or more and still accruing interest	—			—			345
Restructured loans	—			1,352			1,360
Total nonperforming loans	9,123			22,244			18,212
Foreclosed property (1)	1,575			1,896			2,261
Total nonperforming assets (1)	$	10,698		$	24,140		$	20,473
Excludes assets covered under FDIC loss share(1)
Total assets	$	3,516,541		$	3,277,003		$	3,209,590
Total portfolio loans	2,602,156			2,433,916			2,294,905
Total loans plus foreclosed property	2,603,731			2,435,812			2,297,166
Nonperforming loans to total loans	0.35		%	0.91		%	0.79		%
Nonperforming assets to total loans plus foreclosed property	0.41			0.99			0.89
Nonperforming assets to total assets	0.30			0.74			0.64
Allowance for portfolio loans to nonperforming loans	354		%	136		%	158		%

(1) Excludes purchase credit impaired loans and assets covered under FDIC shared-loss agreements, except for their inclusion in total assets.

39

Nonperforming loans

Nonperforming loans exclude PCI loans that are accounted for on a pool basis, as the pools are considered to be performing. See Item 1, Note 5 – Purchase Credit Impaired Loans for more information on these loans.

Nonperforming loans based on loan type were as follows:

(in thousands)	September 30, 2015		December 31, 2014		September 30, 2014
Commercial and industrial	$	2,975	$	5,998	$	3,543
Commercial real estate	2,611		6,298		7,055
Construction and land development	2,823		6,866		6,455
Residential real estate	714		3,082		386
Consumer and other	—		—		773
Total	$	9,123	$	22,244	$	18,212

The following table summarizes the changes in nonperforming loans:

	Nine months ended September 30,
(in thousands)	2015			2014
Nonperforming loans beginning of period	$	22,244		$	20,840
Additions to nonaccrual loans	18,854			11,847
Additions to restructured loans	—			1,522
Chargeoffs	(6,109		)	(3,299		)
Other principal reductions	(24,840		)	(7,852		)
Moved to other real estate	(450		)	(4,722		)
Moved to performing	(576		)	(469		)
Loans past due 90 days or more and still accruing interest	—			345
Nonperforming loans end of period	$	9,123		$	18,212

Nonperforming loans at September 30, 2015 decreased by $9.1 million, or 50%,when compared to September 30, 2014. Other principal reductions of $24.8 million include $17.1 million of proceeds from the sale of collateral or business liquidation, $4.4 million of loans sold to an independent third party, and $3.3 million of payments.

Other real estate

Other real estate at September 30, 2015, was $8.4 million, compared to $11.1 million at September 30, 2014. Approximately 81% of total Other real estate, or $6.8 million, is covered by FDIC shared-loss agreements.

The following table summarizes the changes in Other real estate:

	Nine months ended September 30,
(in thousands)	2015			2014
Other real estate beginning of period	$	7,840		$	23,252
Additions and expenses capitalized to prepare property for sale	6,604			7,468
Writedowns in value	(299		)	(2,310		)
Sales	(5,775		)	(17,323		)
Other real estate end of period	$	8,370		$	11,087

The writedowns in fair value were recorded in Loan legal and other real estate expense based on current market activity shown in the appraisals.

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Liabilities

Liabilities totaled $3.2 billion at September 30, 2015, compared to $3.0 billion at December 31, 2014. Liabilities increased slightly due to a $322 million increase in total deposits, offset by a decrease of $69 million in short-term Federal Home Loan Bank advances and a decrease of $45 million in other borrowings.

Deposits

(in thousands)	September 30, 2015			December 31, 2014			Increase (decrease)
Demand deposits	$	691,758		$	642,930		48,828		7.59	%
Interest-bearing transaction accounts	529,052			508,941			20,111		3.95	%
Money market accounts	1,045,699			755,569			290,130		38.40	%
Savings	90,858			78,718			12,140		15.42	%
Certificates of deposit:
$100 and over	353,488			377,544			(24,056	)	(6.37	)%
Other	103,108			127,808			(24,700	)	(19.33	)%
Total deposits	$	2,813,963		$	2,491,510		322,453		12.94	%
Non-time deposits / total deposits	84		%	80		%
Demand deposits / total deposits	25		%	26		%

Total deposits at September 30, 2015 were $2.8 billion, an increase of $322 million, or 12.9%, from December 31, 2014. The increase in deposits within our money market accounts reflects initiatives to enhance overall deposit levels as well as to improve our funding mix. The composition of our noninterest bearing deposits remained relatively stable at 25% of total deposits at September 30, 2015 compared to December 31, 2014. Growth in balances and the change in composition modestly improved deposit costs during the first nine months of 2015 at 0.39%, as compared to 0.43% for the prior year period.

Shareholders' Equity

Shareholders' equity totaled $344 million at September 30, 2015, an increase of $27.3 million from December 31, 2014. Significant activity during the nine months ended September 30, 2015:

• Net income of $27.8 million,

• Other comprehensive income of $1.3 million from the change in unrealized gains on investment securities,

• Dividends paid on common stock of $3.7 million.

Liquidity and Capital Resources

Liquidity

The objective of liquidity management is to ensure we have the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to meet our commitments as they become due. Typical demands on liquidity are run-off from demand deposits, maturing time deposits which are not renewed, and fundings under credit commitments to customers. Funds are available from a number of sources, such as from the core deposit base and from loans and securities repayments and maturities.

Additionally, liquidity is provided from sales of the securities portfolio, fed fund lines with correspondent banks, the Federal Reserve and the FHLB, the ability to acquire large and brokered deposits, and the ability to sell loan

41

participations to other banks. These alternatives are an important part of our liquidity plan and provide flexibility and efficient execution of the asset-liability management strategy.

The Bank's Asset-Liability Management Committee oversees our liquidity position, the parameters of which are approved by the Bank's Board of Directors.Our liquidity position is monitored monthly by producing a liquidity report, which measures the amount of liquid versus non-liquid assets and liabilities. Ourliquidity management framework includes measurement of several key elements, such as the loan to deposit ratio, a liquidity ratio, and a dependency ratio. The Company's liquidity framework also incorporates contingency planning to assess the nature and volatility of funding sources and to determine alternatives to these sources. While core deposits and loan and investment repayments are principal sources of liquidity, funding diversification is another key element of liquidity management and is achieved by strategically varying depositor types, terms, funding markets, and instruments.

Parent Company liquidity

The parent company's liquidity is managed to provide the funds necessary to pay dividends to shareholders, service debt, invest in subsidiaries as necessary, and satisfy other operating requirements. The parent company's primary funding sources to meet its liquidity requirements are dividends and payments from the Bank and proceeds from the issuance of equity (i.e. stock option exercises, stock offerings). Another source of funding for the parent company includes the issuance of subordinated debentures and other debt instruments. The parent company has an unsecured term loan agreement maturing in the fourth quarter with a $4.7 million balloon payment due on November 6, 2015.  The Company expects to refinance or payoff the note with existing parent company cash.  Additionally, the Company expects the Bank to pay a dividend to the parent company in the fourth quarter to bolster holding company liquidity.  Management believes our current level of cash at the holding company of $9.0 million will be sufficient to meet all projected cash needs for the remainder of 2015, inclusive of the term note repayment.

As of September 30, 2015, the Company had $56.8 million of outstanding subordinated debentures as part of eight Trust Preferred Securities Pools. These securities are classified as debt but are included in regulatory capital and the related interest expense is tax-deductible, which makes them an attractive source of funding.

Bank liquidity

The Bank has a variety of funding sources available to increase financial flexibility. In addition to amounts currently borrowed, at September 30, 2015, the Bank could borrow an additional $282.4 million from the FHLB of Des Moines under blanket loan pledges and has an additional $746.2 million available from the Federal Reserve Bank under a pledged loan agreement. The Bank has unsecured federal funds lines with four correspondent banks totaling $45.0 million. On December 30, 2013, the Company prepaid $30.0 million of debt with the Federal Home Loan Bank with a weighted average interest rate of 4.09% and a maturity of three years and incurred a prepayment penalty of $2.6 million. On December 23, 2014, the Company prepaid an additional $50.0 million of debt with the Federal Home Loan Bank with a weighted average interest rate of 3.17%, a maturity of three years and incurred a prepayment penalty of $2.9 million. These transactions have reduced our cost of interest bearing liabilities and continue to help mitigate net interest margin compression.

Investment securities are another important tool to the Bank's liquidity objectives. Of the $470.5 million of the securities available for sale at September 30, 2015, $260.0 million was pledged as collateral for deposits of public institutions, treasury, loan notes, and other requirements. The remaining $210.5 million could be pledged or sold to enhance liquidity, if necessary.

In the normal course of business, the Bank enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through the Bank's various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of the Company's liquidity. The Bank has $1.2 billion in unused commitments as of September 30, 2015. While this commitment level would exhaust the majority the Company's current liquidity resources, the nature of these commitments is such that the likelihood of funding them in the aggregate at any one time is low.

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Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and itsbank affiliate must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The banking affiliate’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier 1, and Common equity tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. To be categorized as “well capitalized”, banks must maintain minimum total risk-based (10%), Tier 1 risk-based (8%), Common equity tier 1 risk-based (6.5%), and Tier 1 leverage ratios (5%). As of September 30, 2015, and December 31, 2014, the Company and the Bank met all capital adequacy requirements to which they are subject.

The Bank continues to exceed regulatory standards and met the definition of “well-capitalized” (the highest category) at September 30, 2015. Beginning with reporting for the first quarter of 2015, the Company adopted the Regulatory Capital Framework (Basel III). The Company has implemented the necessary processes and procedures to comply with Basel III.

The following table summarizes the Company's various capital ratios at the dates indicated:

(in thousands)	September 30, 2015			December 31, 2014
Total capital to risk-weighted assets	12.55		%	13.40		%
Tier 1 capital to risk-weighted assets	11.30		%	12.14		%
Common equity tier 1 capital to risk-weighted assets1	9.59		%	10.15		%
Leverage ratio (Tier 1 capital to average assets)	10.77		%	10.48		%
Tangible common equity to tangible assets2	8.90		%	8.69		%
Tier 1 capital	$	364,594		$	335,220
Total risk-based capital	404,979			369,867
1 Not an applicable regulatory ratio until the quarter ended March 31, 2015
2 Not a required regulatory capital ratio

The decline in regulatory ratios at September 30, 2015 represents the impact of an increase in risk weighted assets under the Basel III guidelines. The Company believes the tangible common equity ratio and the common equity tier 1 capital ratio are important measures of capital strength even though they are considered to be non-GAAP measures. The tables further within MD&A reconcile these ratios to U.S. GAAP.

Use of Non-GAAP Financial Measures:

The Company's accounting and reporting policies conform to generally accepted accounting principles ("GAAP") in the U.S. and the prevailing practices in the banking industry. However, the Company provides other financial measures, such as Core net interest margin, tangible common equity ratio and common equity tier 1 capital ratio, in this filing that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company's financial performance, financial position or cash flows that exclude (or include) amounts included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP.

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The Company believes these non-GAAP financial measures and ratios, when taken together with the corresponding U.S. GAAP measures and ratios, provide meaningful supplemental information regarding the Company's performance and capital strength. The Company's management uses, and believes investors benefit from referring to, these non-GAAP measures and ratios in assessing the Company's financial and operating results and related trends and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with U.S. GAAP. The Company has provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to the non-GAAP financial measures and ratios, or a reconciliation of the non-GAAP calculation of the financial measure.

The Company believes the tangible common equity and common equity tier 1 capital ratios are important financial measures of capital strength even though they are considered to be non-GAAP measures and provide useful information about the Company's capital adequacy. The tables below contain reconciliations of these ratios to the most comparable measure under U.S. GAAP.

Core Performance Measures

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2015			2014			2015			2014
CORE PERFORMANCE MEASURES
Net interest income	$	30,006		$	27,444		$	88,331		$	86,552
Less: Incremental accretion income	2,919			2,579			9,380			13,781
Core net interest income	27,087			24,865			78,951			72,771
Total noninterest income	4,729			4,452			14,118			11,779
Less: Change in FDIC loss share receivable	(1,241		)	(2,374		)	(4,450		)	(7,526		)
Less: Gain (loss) on sale of other real estate covered under FDIC loss share	31			(45		)	26			250
Less: Gain on sale of investment securities	—			—			23			—
Less: Closing fee	—			945			—			945
Core noninterest income	5,939			5,926			18,519			18,110
Total core revenue	33,026			30,791			97,470			90,881
Provision for portfolio loans	599			66			4,329			2,441
Total noninterest expense	19,932			21,121			59,340			62,668
Less: FDIC clawback	298			1,028			760			1,060
Less: Other loss share expenses	287			746			1,135			2,409
Core noninterest expense	19,347			19,347			57,445			59,199
Core income before income tax expense	13,080			11,378			35,696			29,241
Total income tax expense	4,722			4,388			14,506			11,059
Less: Income tax expense of PCI assets	518			462			2,521			1,158
Core income tax expense	4,204			3,926			11,985			9,901
Core net income	$	8,876		$	7,452		$	23,711		$	19,340
Core diluted earnings per share	$	0.44		$	0.37		$	1.17		$	0.97
Core efficiency ratio	58.58		%	62.83		%	58.94		%	65.14		%
Core return on average assets	1.03		%	0.93		%	0.95		%	0.83		%
Core return on average common equity	10.41		%	9.65		%	9.59		%	8.70		%
Core return on average tangible common equity	11.56		%	10.89		%	10.70		%	9.88		%

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The Company believes Core net interest margin is an important measure of our financial performance, even though it is a non-GAAP financial measure, because it provides supplemental information by which the evaluate the impact of excess Covered loan accretion on the Company's net interest margin and the Company's operating performance on an ongoing bases, excluding such impact. The table below reconciles Core net interest margin to the most comparable number under U.S. GAAP.

Net Interest Margin to Core Net Interest Margin

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2015			2014			2015			2014
Net interest income (fully tax equivalent)	$	30,437		$	27,843		$	89,595		$	87,779
Less: Incremental accretion income	2,919			2,579			9,380			13,781
Core net interest income (fully tax equivalent)	$	27,518		$	25,264		$	80,215		$	73,998
Average earning assets	$	3,201,181		$	2,943,070		$	3,115,658		$	2,896,202
Reported net interest margin (fully tax equivalent)	3.77		%	3.75		%	3.84		%	4.05		%
Core net interest margin (fully tax equivalent)	3.41		%	3.41		%	3.44		%	3.42		%

Tangible common equity ratio

(in thousands)	September 30, 2015			December 31, 2014
Total shareholders' equity	$	343,563		$	316,241
Less: Goodwill	30,334			30,334
Less: Intangible assets	3,323			4,164
Tangible common equity	$	309,906		$	281,743
Total assets	$	3,516,541		$	3,277,003
Less: Goodwill	30,334			30,334
Less: Intangible assets	3,323			4,164
Tangible assets	$	3,482,884		$	3,242,505
Tangible common equity to tangible assets	8.90		%	8.69		%

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Common equity tier 1 ratio

(in thousands)	September 30, 2015			December 31, 2014
Total shareholders' equity	$	343,563		$	316,241
Less: Goodwill	30,334			30,334
Less: Intangible assets, net of deferred tax liabilities1	820			4,164
Less: Unrealized gains	2,973			1,681
Plus: Qualifying trust preferred securities	55,100			55,100
Plus: Other	58			58
Total tier 1 capital	364,594			335,220
Less: Qualifying trust preferred securities	55,100			55,100
Less: Other1	23			—
Common equity tier 1 capital	$	309,471		$	280,120
Total risk-weighted assets determined in accordance with prescribed regulatory requirements	$	3,227,604		$	2,760,729
Common equity tier 1 capital to risk-weighted assets	9.59		%	10.15		%
1 Beginning with quarter ended March 31, 2015, the implementation of revised regulatory capital guidelines under Basel III has resulted in differences in these items when compared to prior periods.

Critical Accounting Policies

The impact and any associated risks related to the Company's critical accounting policies on business operations are described throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations," where such policies affect our reported and expected financial results. For a detailed description on the application of these and other accounting policies, see the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosures set forth in this item are qualified by the section captioned “Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995” included in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and other cautionary statements set forth elsewhere in this report.

Interest Rate Risk

Our interest rate sensitivity management seeks to avoid fluctuating interest margins to provide for consistent growth of net interest income through periods of changing interest rates. Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. We attempt to maintain interest-earning assets, comprised primarily of both loans and investments, and interest-bearing liabilities, comprised primarily of deposits, maturing or repricing in similar time horizons in order to minimize or eliminate any impact from market interest rate changes. In order to measure earnings sensitivity to changing rates, the Company uses an earnings simulation model.

The Company determines the sensitivity of its short-term future earnings to a hypothetical plus or minus 100 to 300 basis point parallel rate shock through the use of simulation modeling. The simulation of earnings includes the modeling of the balance sheet as an ongoing entity. Future business assumptions involving administered rate products, prepayments for future rate-sensitive balances, and the reinvestment of maturing assets and liabilities are included. These items are then modeled to project net interest income based on a hypothetical change in interest rates. The resulting net interest income for the next 12-month period is compared to the net interest income amount calculated using flat rates. This difference represents the Company's earnings sensitivity to a plus or minus 100 basis points parallel rate shock.

The following table summarizes the expected impact of interest rate shocks on net interest income (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown):

Rate Shock	Annual % change in net interest income
+ 300 bp	5.2%
+ 200 bp	3.3%
+ 100 bp	1.4%
- 100 bp	-1.4%

Interest rate simulations for September 30, 2015, demonstrate that a rising rate environment will have a positive impact on net interest income.

The Company occasionally uses interest rate derivative financial instruments as an asset/liability management tool to hedge mismatches in interest rate exposure indicated by the net interest income simulation described above. At September 30, 2015, the Company had $23.8 million in notional amount of outstanding interest rate caps, to help manage interest rate risk.

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ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, as of September 30, 2015. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the CEO and CFO concluded the Company’s disclosure controls and procedures were effective as of September 30, 2015 to provide reasonable assurance of the achievement of the objectives described above.

Changes to Internal Controls

There were no changes during the period covered by this Quarterly Report on Form 10-Q in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, those controls.

PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.

ITEM 1A: RISK FACTORS

For information regarding risk factors affecting the Company, please see the cautionary language regarding forward-looking statements in the introduction to Item 2 of Part I of this Report on Form 10-Q, and Part I, Item 1A of our Report on Form 10-K for the fiscal year ended December 31, 2014. There have been no material changes to the risk factors described in such Annual Report on Form 10-K.

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ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information on repurchases by the Company of its common stock in each month of the quarter ended September 30, 2015.

Period	Total number of shares purchased	Weighted-average price paid per share		Total number of shares purchased as part of publicly announces plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (a)
July 1, 2015 through July 31, 2015	—	$	—	—	2,000,000
August 1, 2015 through August 31, 2015	—	—		—	2,000,000
September 1, 2015 through September 30, 2015	—	—		—	2,000,000
Total	—			—

(a) In May 2015, the Company’s board of directors authorized the repurchase of up to two million shares of the Company’s common stock. The repurchases may be made in open market or privately negotiated transactions and the repurchase program will remain in effect until fully utilized or until modified, superseded or terminated. The timing and exact amount of common stock repurchases will depend on a number of factors including, among others, market and general economic conditions, economic capital and regulatory capital considerations, alternative uses of capital, the potential impact on our credit ratings, and contractual and regulatory limitations.

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ITEM 6: EXHIBITS

Exhibit No.	Description
	Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries.
10.1.1	Amendment of Executive Employment Agreement dated as of October 29, 2015 by and between Registrant and Peter F. Benoist.
10.1.2	Amendment of Executive Employment Agreement dated as of October 29, 2015 by and between Registrant and Keene S. Turner.
*12.1	Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends.
*31.1	Chief Executive Officer's Certification required by Rule 13(a)-14(a).
*31.2	Chief Financial Officer's Certification required by Rule 13(a)-14(a).
**32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.
**32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.
101	Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015, is formatted in XBRL interactive data files: (i) Consolidated Balance Sheet at September 30, 2015 and December 31, 2014; (ii) Consolidated Statement of Income for the three and nine months ended September 30, 2015 and 2014; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014; (iv) Consolidated Statement of Changes in Equity for the nine months ended September 30, 2015 and 2014; (v) Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014; and (vi) Notes to Financial Statements.

* Filed herewith

** Furnished herewith. Notwithstanding any incorporation of this Quarterly Statement on Form 10-Q in any other filing by the Registrant, Exhibits furnished herewith and designated with two (**) shall not be deemed incorporated by reference to any other filing unless specifically otherwise set forth herein or therein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri on the day of October 30, 2015.

ENTERPRISE FINANCIAL SERVICES CORP
By:	/s/ Peter F. Benoist
	Peter F. Benoist
	Chief Executive Officer
By:	/s/ Keene S. Turner
	Keene S. Turner
	Chief Financial Officer

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EX-10.1.1

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN ENTERPRISE FINANCIAL SERVICES CORP AND PETER F. BENOIST

THIS AMENDMENT to the Executive Agreement is made by and between Peter F. Benoist (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP., a Delaware corporation, (“Company”) effective as of October 29, 2015 (the “Effective Date”).

WHEREAS, the Company and Executive entered into a certain Executive Employment Agreement between Company and Executive, dated effective as of May 1, 2008, as amended by a certain First Amendment to Executive Employment Agreement, dated December 19, 2008, as amended by an Amendment to Executive Employment Agreement, dated effective as of March 25, 2013, and as further amended by an Amendment to Executive Employment Agreement, dated effective February 4, 2014 (as so amended, the “Original Agreement”); and

WHEREAS, Company and Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended and restated effective as follows:

1.Section 23 of the Original Agreement is hereby amended to delete and replace the definition for “Change in Control” in its entirety as follows:

23.Certain Definitions.

“Change in Control” means a “Change in the Ownership of the Company”, a “Change in Effective Control of the Company”, or a “Change in the Ownership of a Substantial Portion of the Assets of the Company”, all as defined below. To qualify as a “Change in Control”, the occurrence of the event must be objectively determinable and any requirement that any other person, such as a plan administrator or board of directors compensation committee, certify the occurrence of a Change in Control must be strictly ministerial and not involve any discretionary authority.

A “Change in the Ownership of the Company” occurs on the date that any one person, or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the corporation, the acquisition of additional stock by the same person or persons is not considered to cause a “Change in the Ownership of the Company”. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This definition applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is

considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

A “Change in the Effective Control of the Company” occurs only on the date that either-

(1)Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or

(2)A majority of members of the Corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s board of directors prior to the date of the appointment or election.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

A “Change in the Ownership of a Substantial Portion of the Assets of the Company” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

3.Except as expressly amended pursuant to this Amendment, the Original Agreement shall continue in full force and effect without modification.

4.Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

IN WITNESS WHEREOF, the undersigned have executed this Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP

By: /s/ James J. Murphy, Jr.

Name: James J. Murphy, Jr.

Title: Chairman of the Board

EXECUTIVE:

/s/ Peter F. Benoist

Peter F. Benoist

EX-10.1.2

SECOND AMENDMENT TO ENTERPRISE FINANCIAL SERVICES CORP

EXECUTIVE EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT, is made by and between Keene S. Turner (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”) effective as of October 29, 2015 (the “Effective Date”).

WHEREAS, the Company and Executive entered into an Executive Employment Agreement dated effective as of September 13, 2013, as amended by the First Amendment to Executive Employment Agreement, dated February 27, 2015 (as so amended, the “Original Agreement”); and

WHEREAS, Company and Executive have mutually agreed to amend the Original Agreement;

NOW, THEREFORE, the Original Agreement is amended and restated effective as follows:

1.Section 5.3(b) of the Original Agreement is hereby amended to read as follows:

5.3Termination Upon a Change in Control.

(b)Any payments and benefits set forth in Section 5.3(a) shall be subject to and conditioned upon Executive’s compliance with the terms, provisions and conditions contained in this Agreement in Sections 8, 9 and 10 and shall be subject to and conditioned upon Executive’s execution and expiration of the rescission period (if applicable) of a Release within sixty (60) days after Executive’s Separation from Service. For purposes of clarification, such sixty (60) day period may extend past the fiscal year in which the Separation of Service occurs provided that if the specified period begins in one taxable year and ends in a second taxable year, the payments and benefits will be made in the second taxable year.

2.Section 5.4(c) of the Original Agreement is hereby amended to read in its entirety as follows:

5.4Definitions.

“Change in Control” means a “Change in the Ownership of the Company”, a “Change in Effective Control of the Company”, or a “Change in the Ownership of a Substantial Portion of the Assets of the Company”, all as defined below. To qualify as a “Change in Control”, the occurrence of the event must be objectively determinable and any requirement that any other person, such as a plan administrator or board of directors compensation committee, certify the occurrence of a Change in Control must be strictly ministerial and not involve any discretionary authority.

A “Change in the Ownership of the Company” occurs on the date that any one person, or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the corporation, the acquisition of additional stock by

the same person or persons is not considered to cause a “Change in the Ownership of the Company”. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This definition applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

A “Change in the Effective Control of the Company” occurs only on the date that either-

(1)Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or

(2)A majority of members of the Corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation’s board of directors prior to the date of the appointment or election.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

A “Change in the Ownership of a Substantial Portion of the Assets of the Company” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such

shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

3.Except as expressly amended pursuant to this Second Amendment, the Original Agreement shall continue in full force and effect without modification.

4.Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

IN WITNESS WHEREOF, the undersigned have executed this Second Amendment on the Effective Date.

ENTERPRISE FINANCIAL SERVICES CORP

By: /s/ Peter F. Benoist

Name: Peter F. Benoist

Title: President & CEO

EXECUTIVE:

/s/ Keene S. Turner

Keene S. Turner

EX-12.1

Exhibit 12.1

Enterprise Financial Services Corp

Statement Regarding Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirement (unaudited)

	Nine Months Ended September 30,			Years ended December 31,
($ in thousands)	2015			2014			2013			2012			2011			2010
Earnings (1):
Income (loss) before income taxes	$	42,277		$	41,044		$	50,080		$	42,830		$	38,225		$	7,196
Add: Fixed charges from below	9,352			14,386			18,137			28,002			33,950			35,597
Earnings including interest expense on deposits (a)	$	51,629		$	55,430		$	68,217		$	70,832		$	72,175		$	42,793
Less: interest expense on deposits	(7,875		)	(10,487		)	(11,142		)	(15,406		)	(21,658		)	(22,867		)
Earnings excluding interest expense on deposits (b)	$	43,754		$	44,943		$	57,075		$	55,426		$	50,517		$	19,926
Fixed charges (1):
Interest on deposits	$	7,875		$	10,487		$	11,142		$	15,406		$	21,658		$	22,867
Interest on borrowings	1,477			3,899			6,995			7,761			8,497			9,544
TARP preferred stock dividends (pre-tax)	—			—			—			4,835			3,795			3,186
Fixed charges including interest on deposits (c)	$	9,352		$	14,386		$	18,137		$	28,002		$	33,950		$	35,597
Less: interest expense on deposits	(7,875		)	(10,487		)	(11,142		)	(15,406		)	(21,658		)	(22,867		)
Fixed charges excluding interest expense on deposits (d)	$	1,477		$	3,899		$	6,995		$	12,596		$	12,292		$	12,730
Ratio of earnings to combined fixed charges
Excluding interest on deposits (b/d) (2)	29.62x			11.53x			8.16x			4.40x			4.11x			1.57x
Including interest on deposits (a/c)	5.52x			3.85x			3.76x			2.53x			2.13x			1.20x
Ratio of earnings to combined fixed charges and preferred dividends:
Excluding interest on deposits (b/d) (2)	29.62x			11.53x			8.16x			6.52x			5.50x			1.75x
Including interest on deposits (a/c)	5.52x			3.85x			3.76x			2.85x			2.27x			1.22x

(1) As defined in Item 503(d) of Regulation S-K.

(2) The ratio of earnings to fixed charges and preferred dividends, excluding interest on deposits, is being provided as an additional measure to provide comparability to the ratios disclosed by all other issuers of debt securities.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Peter F. Benoist, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Enterprise Financial Services Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ Peter F. Benoist	Date:	October 30, 2015
Peter F. Benoist
Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Keene S. Turner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Enterprise Financial Services Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ Keene S. Turner	Date:	October 30, 2015
Keene S. Turner
Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Enterprise Financial Services Corp (the “Company”) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Peter F. Benoist, Chief Executive Officer of the Company, certify to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as enacted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter F. Benoist

Peter F. Benoist

Chief Executive Officer

October 30, 2015

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Enterprise Financial Services Corp (the “Company”) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Keene S. Turner, Chief Financial Officer of the Company, certify to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as enacted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Keene S. Turner

Keene S. Turner

Chief Financial Officer

October 30, 2015

XML

Portfolio Loans - Summary of Recorded Investment in Impaired Portfolio Loans by Category (Details) - Non-Covered Loans - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	$ 9,907,000	$ 21,630,000
Restructured	0	1,360,000
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	9,907,000	22,990,000
Commercial and industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	3,091,000	6,073,000
Restructured	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0.000	0.000
Total Recorded Investment	3,091,000	6,073,000
Commercial - investor owned
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	2,437,000	4,597,000
Restructured	0	590,000
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	2,437,000	5,187,000
Commercial - owner occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	240,000	519,000
Restructured	0	770,000
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	240,000	1,289,000
Construction and land development
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	3,404,000	7,348,000
Restructured	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	3,404,000	7,348,000
Residential real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	735,000	3,093,000
Restructured	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	735,000	3,093,000
Consumer and other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-accrual	0	0
Restructured	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Total Recorded Investment	$ 0	$ 0

XML

Fair Value Measurements - Summary of Carrying Amount and Fair Values of Financial Instruments Reported on the Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Balance sheet assets
Securities available for sale	$ 470,496	$ 400,146
Securities held to maturity	44,175	45,985
State tax credits held for sale	10,089	11,689
Carrying Amount
Balance sheet assets
Cash and due from banks	46,775	42,903
Federal funds sold	45	35
Interest-bearing deposits	81,070	63,058
Securities available for sale	470,496	400,146
Securities held to maturity	44,175	45,985
Other investments, at cost	15,906	17,037
Loans held for sale	4,275	4,033
Derivative financial instruments		909
Portfolio loans, net	2,642,302	2,487,424
State tax credits held for sale	48,207	38,309
Accrued interest receivable	8,660	7,956
Balance sheet liabilities
Deposits	2,813,963	2,491,510
Subordinated debentures	56,807	56,807
Federal Home Loan Bank advances	75,000	144,000
Other borrowings	194,684	239,883
Derivative financial instruments	1,749	907
Accrued interest payable	780	843
Estimated fair value
Balance sheet assets
Cash and due from banks	46,775	42,903
Federal funds sold	45	35
Interest-bearing deposits	81,070	63,058
Securities available for sale	470,496	400,146
Securities held to maturity	44,101	45,795
Other investments, at cost	15,906	17,037
Loans held for sale	4,275	4,033
Derivative financial instruments	1,749	909
Portfolio loans, net	2,635,556	2,482,700
State tax credits held for sale	53,767	42,970
Accrued interest receivable	8,660	7,956
Balance sheet liabilities
Deposits	2,816,039	2,494,624
Subordinated debentures	34,463	34,124
Federal Home Loan Bank advances	74,998	144,000
Other borrowings	194,671	239,950
Derivative financial instruments	1,749	907
Accrued interest payable	$ 780	$ 843

XML

Derivative Financial Instruments (Details) - Non-designated hedging instruments - Client-Related - Interest rate swap contracts - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Summary of Derivative Instruments [Abstract]
Notional Amount	$ 146,884	$ 141,263
Other Assets
Summary of Derivative Instruments [Abstract]
Asset derivatives (other assets), fair value	1,749	907
Other Liabilities
Summary of Derivative Instruments [Abstract]
Liability derivatives (other liabilities), fair value	$ 1,749	$ 907

XML

Fair Value Measurements - Schedule of Estimated Fair Values of Financial Instruments Not Recorded at Fair Value on Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Estimated fair value | Securities held to maturity
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	$ 44,101	$ 45,795
Estimated fair value | Portfolio loans, net
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	2,635,556	2,482,700
Estimated fair value | State tax credits, held for sale
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	43,678	31,281
Estimated fair value | Deposits
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	2,816,039	2,494,624
Estimated fair value | Subordinated debentures
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	34,463	34,124
Estimated fair value | Federal Home Loan Bank advances
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	74,998	144,000
Estimated fair value | Other Borrowings
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	194,671	239,950
Level 1 | Securities held to maturity
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 1 | Portfolio loans, net
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 1 | State tax credits, held for sale
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 1 | Deposits
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	2,357,367	1,986,158
Level 1 | Subordinated debentures
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 1 | Federal Home Loan Bank advances
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 1 | Other Borrowings
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 2 | Securities held to maturity
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	44,101	45,795
Level 2 | Portfolio loans, net
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 2 | State tax credits, held for sale
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 2 | Deposits
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 2 | Subordinated debentures
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	34,463	34,124
Level 2 | Federal Home Loan Bank advances
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	74,998	144,000
Level 2 | Other Borrowings
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	194,671	239,950
Level 3 | Securities held to maturity
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	0	0
Level 3 | Portfolio loans, net
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	2,635,556	2,482,700
Level 3 | State tax credits, held for sale
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial assets not on condensed consolidated balance sheets at fair value	43,678	31,281
Level 3 | Deposits
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	458,672	508,466
Level 3 | Subordinated debentures
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 3 | Federal Home Loan Bank advances
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	0	0
Level 3 | Other Borrowings
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities not on condensed consolidated balance sheets at fair value	$ 0	$ 0

XML

Purchase Credit Impaired ("PCI") Loans - Summary of FDIC Loss Share Receivable (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
FDIC Indemnification Asset [Roll Forward]
Balance December 31, 2014	$ 15,866
Cash received from the FDIC for covered assets	(1,725)	$ (6,487)
FDIC reimbursable losses, net	(1,072)
Amortization, net	(484)
Loan impairment	(2,611)
Reductions for payments on covered assets in excess of expected cash flows	(1,355)
Balance at end of period	$ 8,619

XML

Portfolio Loans - Summary of Portfolio Loans by Category (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans, including unearned loan costs	$ 2,602,156	$ 2,433,916
Portfolio loans, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	2,601,180	2,433,021
Unearned loan fees, net	976	895
Portfolio loans, including unearned loan costs	2,602,156	2,433,916
Portfolio loans, net | Construction and land development
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	152,979	144,773
Portfolio loans, net | Commercial - investor owned
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	424,090	413,026
Portfolio loans, net | Commercial - owner occupied
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	354,178	357,503
Portfolio loans, net | Residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	188,985	185,252
Portfolio loans, net | Total real estate loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	1,120,232	1,100,554
Portfolio loans, net | Commercial and industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	1,371,095	1,270,259
Portfolio loans, net | Consumer and other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Portfolio loans	109,853	62,208
Portfolio loans, including unearned loan costs	$ 110,829	$ 63,103

XML

Commitments (Tables)

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitments

The contractual amounts of off-balance-sheet financial instruments as of September 30, 2015, and December 31, 2014, are as follows:

(in thousands)	September 30, 2015		December 31, 2014
Commitments to extend credit	$	1,099,224	$	947,424
Standby letters of credit	51,701		50,108

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Fair Value Measurements - Summary of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets
Securities available for sale	$ 470,496	$ 400,146
State tax credits held for sale	10,089	11,689
Portion at Other than Fair Value, Fair Value Disclosure
Assets
State tax credits held for sale	38,100
Estimate of Fair Value Measurement [Member]
Assets
Securities available for sale	470,496	400,146
State tax credits held for sale	53,767	42,970
Derivative financial instruments	1,749	909
Liabilities
Derivative financial instruments	1,749	907
Obligations of U.S. Government-sponsored enterprises
Assets
Securities available for sale	100,313	91,826
Obligations of states and political subdivisions
Assets
Securities available for sale	41,579	34,881
Residential mortgage-backed securities
Assets
Securities available for sale	328,604	273,439
Recurring basis | Estimate of Fair Value Measurement [Member]
Assets
Securities available for sale	470,496	400,146
State tax credits held for sale	10,089	11,689
Derivative financial instruments	1,749	909
Total assets	482,334	412,744
Liabilities
Derivative financial instruments		907
Total liabilities	1,749	907
Recurring basis | Obligations of U.S. Government-sponsored enterprises | Estimate of Fair Value Measurement [Member]
Assets
Securities available for sale	100,313	91,826
Recurring basis | Obligations of states and political subdivisions | Estimate of Fair Value Measurement [Member]
Assets
Securities available for sale	41,579	34,881
Recurring basis | Residential mortgage-backed securities | Estimate of Fair Value Measurement [Member]
Assets
Securities available for sale	328,604	273,439
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets
Securities available for sale	0	0
State tax credits held for sale	0	0
Derivative financial instruments	0	0
Total assets	0	0
Liabilities
Derivative financial instruments	0	0
Total liabilities	0	0
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Obligations of U.S. Government-sponsored enterprises
Assets
Securities available for sale	0	0
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Obligations of states and political subdivisions
Assets
Securities available for sale	0	0
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Residential mortgage-backed securities
Assets
Securities available for sale	0	0
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets
Securities available for sale	467,419	397,087
State tax credits held for sale	0	0
Derivative financial instruments	1,749	909
Total assets	469,168	397,996
Liabilities
Derivative financial instruments	1,749	907
Total liabilities	1,749	907
Recurring basis | Significant Other Observable Inputs (Level 2) | Obligations of U.S. Government-sponsored enterprises
Assets
Securities available for sale	100,313	91,826
Recurring basis | Significant Other Observable Inputs (Level 2) | Obligations of states and political subdivisions
Assets
Securities available for sale	38,502	31,822
Recurring basis | Significant Other Observable Inputs (Level 2) | Residential mortgage-backed securities
Assets
Securities available for sale	328,604	273,439
Recurring basis | Significant Unobservable Inputs (Level 3)
Assets
Securities available for sale	3,077	3,059
State tax credits held for sale	10,089	11,689
Derivative financial instruments	0	0
Total assets	13,166	14,748
Liabilities
Derivative financial instruments	0	0
Total liabilities	0	0
Recurring basis | Significant Unobservable Inputs (Level 3) | Obligations of U.S. Government-sponsored enterprises
Assets
Securities available for sale	0	0
Recurring basis | Significant Unobservable Inputs (Level 3) | Obligations of states and political subdivisions
Assets
Securities available for sale	3,077	3,059
Recurring basis | Significant Unobservable Inputs (Level 3) | Residential mortgage-backed securities
Assets
Securities available for sale	$ 0	$ 0

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Portfolio Loans - Summary of Recorded Investment by Risk Category of Portfolio Loans by Portfolio Class and Category (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	$ 2,602,156	$ 2,433,916
Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	2,601,180	2,433,021
Portfolio loans, including unearned loan costs	2,602,156	2,433,916
Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	1,371,095	1,270,259
Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	354,178	357,503
Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	424,090	413,026
Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	152,979	144,773
Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	188,985	185,252
Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	109,853	62,208
Portfolio loans, including unearned loan costs	110,829	63,103
Pass (1-6) | Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	2,408,446	2,229,430
Pass (1-6) | Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	1,267,697	1,167,751
Pass (1-6) | Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	328,753	334,347
Pass (1-6) | Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	390,403	372,818
Pass (1-6) | Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	136,374	123,260
Pass (1-6) | Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	174,883	168,543
Pass (1-6) | Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	110,336	62,711
Watch (7) | Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	133,122	128,484
Watch (7) | Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	67,560	62,315
Watch (7) | Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	20,813	18,025
Watch (7) | Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	22,034	24,088
Watch (7) | Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	12,139	12,993
Watch (7) | Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	10,576	11,012
Watch (7) | Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	0	51
Substandard (8) | Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	60,588	76,002
Substandard (8) | Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	35,838	40,193
Substandard (8) | Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	4,612	5,131
Substandard (8) | Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	11,653	16,120
Substandard (8) | Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	4,466	8,520
Substandard (8) | Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	3,526	5,697
Substandard (8) | Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	493	341
Doubtful (9) | Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	0	0
Doubtful (9) | Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	0	0
Doubtful (9) | Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	0	0
Doubtful (9) | Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	0	0
Doubtful (9) | Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	0	0
Doubtful (9) | Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans	0	0
Doubtful (9) | Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment [Line Items]
Portfolio loans, including unearned loan costs	$ 0	$ 0

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Portfolio Loans - Summary of Past Due and Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Receivables [Abstract]
Total interest income that would have been recognized under original terms	$ 369	$ 246	$ 913	$ 927
Total cash received and recognized as interest income on non-accrual loans	81	51	206	83
Total interest income recognized on impaired loans	$ 4	$ 11	$ 31	$ 27

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Fair Value Measurements - Schedule of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - Level 3 - Recurring basis - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Securities available for sale, at fair value
Level 3 Financial Instruments Measured at Fair Value
Beginning balance	$ 3,070	$ 3,051	$ 3,059	$ 3,040
Total gains:
Included in other comprehensive income	7	3	18	14
Purchases, sales, issuances and settlements:
Purchases	0	0	0	0
Transfer in and/or out of Level 3	0	0	0	0
Ending balance	3,077	3,054	3,077	3,054
Change in unrealized gains relating to assets still held at the reporting date	(7)	(3)	(18)	(14)
State tax credits held for sale, at fair value
Level 3 Financial Instruments Measured at Fair Value
Beginning balance	9,965	14,985	11,689	16,491
Total gains:
Total gains:	124	146	318	407
Purchases, sales, issuances and settlements:
Sales	0	0	(1,918)	(1,767)
Ending balance	10,089	15,131	10,089	15,131
Change in unrealized gains relating to assets still held at the reporting date	$ 124	$ (146)	$ (186)	$ 58

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Purchase Credit Impaired ("PCI") Loans - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Receivables [Abstract]
PCI loans outstanding	$ 110.6	$ 135.3

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 27,771	$ 21,206
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	1,510	1,681
Provision for loan losses	832	3,398
Deferred income taxes	1,937	6,458
Net amortization of debt securities	2,473	2,885
Amortization of intangible assets	842	965
Gain on sale of investment securities	(23)	0
Mortgage loans originated for sale	(95,744)	(52,475)
Proceeds from mortgage loans sold	95,814	49,811
Gain on sale of other real estate	(61)	(1,514)
Gain on state tax credits, net	(1,069)	(860)
Excess tax benefit of share-based compensation	(156)	(101)
Share-based compensation	2,588	2,205
Valuation adjustment on other real estate	82	618
Net accretion of loan discount and indemnification asset	(4,894)	731
Changes in:
Accrued interest receivable	(703)	(223)
Accrued interest payable	(63)	(103)
Other assets	4,851	(2,984)
Other liabilities	4,024	(1,381)
Net cash provided by operating activities	40,011	30,317
Cash flows from investing activities:
Net increase in loans	(152,970)	(133,782)
Net cash proceeds received from FDIC loss share receivable	1,725	6,487
Proceeds from the sale of securities, available for sale	41,069	0
Proceeds from the paydown or maturity of securities, available for sale	40,230	35,503
Proceeds from the paydown or maturity of securities, held to maturity	1,848	0
Proceeds from the redemption of other investments	29,362	18,637
Proceeds from the sale of state tax credits held for sale	5,353	4,099
Proceeds from the sale of other real estate	5,662	14,435
Payments for the purchase/origination of:
Securities, available for sale	(150,934)	(53,664)
Other investments	(23,931)	(21,324)
State tax credits held for sale	(14,004)	0
Fixed assets	(1,152)	(1,556)
Net cash used in investing activities	(217,742)	(131,165)
Cash flows from financing activities:
Net increase in noninterest-bearing deposit accounts	48,828	42,118
Net increase (decrease) in interest-bearing deposit accounts	273,625	(67,307)
Proceeds from Federal Home Loan Bank advances	635,900	799,600
Repayments of Federal Home Loan Bank advances	(704,900)	(729,600)
Repayments of notes payable	(900)	(4,500)
Net decrease in other borrowings	(44,299)	(22,709)
Cash dividends paid on common stock	(3,654)	(3,130)
Excess tax benefit of share-based compensation	156	101
Issuance of common stock, net	(831)	(482)
Net cash provided by financing activities	203,925	14,091
Net increase (decrease) in cash and cash equivalents	26,194	(86,757)
Cash and cash equivalents, beginning of period	100,696	210,569
Cash and cash equivalents, end of period	126,890	123,812
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	9,415	10,920
Cash paid during the period for income taxes	8,763	8,998
Noncash transactions:
Transfer to other real estate owned in settlement of loans	6,604	7,468
Sales of other real estate financed	0	5,102
Issuance of common stock from Trust Preferred Securities conversion	$ 0	$ 5,002

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Purchase Credit Impaired ("PCI") Loans - Summary of PCI Loans by Category (Details) - Covered Loans $ in Thousands	Sep. 30, 2015 USD ($) rating	Dec. 31, 2014 USD ($) rating
Covered Loans [Line Items]
Recorded Investment PCI Loans	$ 83,736	$ 99,103
Construction and land development
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	6.31	6.16
Recorded Investment PCI Loans	$ 7,068	$ 7,740
Commercial Real Estate Investor Owned
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	7.11	7.07
Recorded Investment PCI Loans	$ 32,534	$ 39,066
CRE - owner occupied
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	6.35	6.35
Recorded Investment PCI Loans	$ 20,008	$ 22,695
Residential real estate
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	5.44	5.54
Recorded Investment PCI Loans	$ 20,404	$ 25,121
Total real estate loans
Covered Loans [Line Items]
Recorded Investment PCI Loans	$ 80,014	$ 94,622
Commercial and industrial
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	6.72	6.57
Recorded Investment PCI Loans	$ 3,467	$ 4,012
Consumer and other
Covered Loans [Line Items]
Weighted- Average Risk Rating | rating	6.13	5.39
Recorded Investment PCI Loans	$ 255	$ 469

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Investments - Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Available for sale, Amortized Cost
Due in one year or less	$ 3,091
Due after one year through five years	115,027
Due after five years through ten years	16,987
Due after ten years	4,650
Mortgage-backed securities	325,417
Amortized Cost	465,172	$ 396,782
Available for sale, Estimated Fair Value
Due in one year or less	3,115
Due after one year through five years	116,882
Due after five years through ten years	17,524
Due after ten years	4,371
Mortgage-backed securities	328,604
Available for sale, fair value	470,496	400,146
Held to maturity, Amortized Cost
Due in one year or less	0
Due after one year through five years	2,662
Due after five years through ten years	10,319
Due after ten years	1,867
Mortgage-backed securities	29,327
Amortized Cost	44,175	45,985
Held to maturity, Estimated Fair Value
Due in one year or less	0
Due after one year through five years	2,648
Due after five years through ten years	10,158
Due after ten years	1,837
Mortgage-backed securities	29,458
Held to maturity, fair value	$ 44,101	$ 45,795

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Investments - Schedule of Available-for-sale and Held-to-Maturity Securities Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	$ 44,175	$ 45,985
Gross Unrealized Gains	138	150
Gross Unrealized Losses	(212)	(340)
Fair Value	44,101	45,795
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	465,172	396,782
Gross Unrealized Gains	6,500	5,501
Gross Unrealized Losses	(1,176)	(2,137)
Fair Value	470,496	400,146
Obligations of U.S. Government-sponsored enterprises
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	99,015	91,355
Gross Unrealized Gains	1,298	624
Gross Unrealized Losses	0	(153)
Fair Value	100,313	91,826
Obligations of states and political subdivisions
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	40,740	33,997
Gross Unrealized Gains	1,219	1,300
Gross Unrealized Losses	(380)	(416)
Fair Value	41,579	34,881
Agency mortgage-backed securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	325,417	271,430
Gross Unrealized Gains	3,983	3,577
Gross Unrealized Losses	(796)	(1,568)
Fair Value	328,604	273,439
Obligations of states and political subdivisions
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	14,848	14,900
Gross Unrealized Gains	7	0
Gross Unrealized Losses	(212)	(325)
Fair Value	14,643	14,575
Agency mortgage-backed securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	29,327	31,085
Gross Unrealized Gains	131	150
Gross Unrealized Losses	0	(15)
Fair Value	$ 29,458	$ 31,220

XML

Purchase Credit Impaired ("PCI") Loans - Summary of Aging of Recorded Investment in Past Due PCI Loans by Portfolio Class and Category (Details) - Covered Loans - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	$ 4,447	$ 3,672
90 or More Days Past Due	6,012	10,722
Total Past Due	10,459	14,394
Current	73,277	84,709
Total	83,736	99,103
Commercial and industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	0
90 or More Days Past Due	0	16
Total Past Due	0	16
Current	3,467	3,996
Total	3,467	4,012
CRE - owner occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	0
90 or More Days Past Due	543	2,759
Total Past Due	543	2,759
Current	19,465	19,936
Total	20,008	22,695
Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	4,358	878
90 or More Days Past Due	3,441	6,484
Total Past Due	7,799	7,362
Current	24,735	31,704
Total	32,534	39,066
Construction and land development
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	774
90 or More Days Past Due	1,975	0
Total Past Due	1,975	774
Current	5,093	6,966
Total	7,068	7,740
Residential real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	89	2,020
90 or More Days Past Due	53	1,451
Total Past Due	142	3,471
Current	20,262	21,650
Total	20,404	25,121
Consumer and other
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	0
90 or More Days Past Due	0	12
Total Past Due	0	12
Current	255	457
Total	$ 255	$ 469

XML

Investments - Schedule of Unrealized Loss on Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, fair value	$ 74,670	$ 48,593
Less than 12 months, unrealized losses	(522)	409
12 months or more, fair value	24,701	127,255
12 months or more, unrealized losses	(866)	2,068
Total, fair value	99,371	175,848
Total, unrealized losses	(1,388)	2,477
Obligations of U.S. Government-sponsored enterprises
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, fair value	0	5,399
Less than 12 months, unrealized losses	0	10
12 months or more, fair value	0	24,852
12 months or more, unrealized losses	0	143
Total, fair value	0	30,251
Total, unrealized losses	0	153
Obligations of states and political subdivisions
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, fair value	15,757	16,827
Less than 12 months, unrealized losses	(249)	343
12 months or more, fair value	3,563	5,349
12 months or more, unrealized losses	(343)	398
Total, fair value	19,320	22,176
Total, unrealized losses	(592)	741
Agency mortgage-backed securities
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, fair value	58,913	26,367
Less than 12 months, unrealized losses	(273)	56
12 months or more, fair value	21,138	97,054
12 months or more, unrealized losses	(523)	1,527
Total, fair value	80,051	123,421
Total, unrealized losses	$ (796)	$ 1,583

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Investments - Schedule of Realized Gain (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Investments, Debt and Equity Securities [Abstract]
Gross gains realized	$ 0	$ 0	$ 63	$ 0
Gross losses realized	0	0	(40)	0
Proceeds from sales	$ 0	$ 0	$ 41,069	$ 0

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Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash dividends paid on common shares, per share	$ 0.183	$ 0.105
Issuance under equity compensation plans, shares	121,646	173,461
Stock Issued During Period, Shares, Conversion of Convertible Securities	0	287,852

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Investments - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Other investments, at cost	$ 15,906	$ 17,037
Maximum percentage of shareholders' equity security holdings held of one issuer	10.00%	10.00%
Available-for-sale securities pledged as collateral, fair value	$ 260,000	$ 315,800
Mortgage-backed securities, weighted average life	4 years

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Portfolio Loans - Summary of Recorded Investment by Category for Portfolio Loans Restructured (Details) - Non-Covered Loans $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($) loan	Sep. 30, 2014 USD ($) loan	Sep. 30, 2015 USD ($) loan	Sep. 30, 2014 USD ($) loan
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	4	0	8
Pre-Modification Outstanding Recorded Balance	$ 0	$ 3,842	$ 0	$ 5,862
Post-Modification Outstanding Recorded Balance	$ 0	$ 3,842	$ 0	$ 5,612
Commercial and industrial
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	2	0	2
Pre-Modification Outstanding Recorded Balance	$ 0	$ 658	$ 0	$ 658
Post-Modification Outstanding Recorded Balance	$ 0	$ 658	$ 0	$ 658
CRE - owner occupied
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	1	0	3
Pre-Modification Outstanding Recorded Balance	$ 0	$ 357		$ 1,649
Post-Modification Outstanding Recorded Balance	$ 0	$ 357	$ 0	$ 1,399
Real Estate Loans Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Pre-Modification Outstanding Recorded Balance			$ 0
Commercial Real Estate Investor Owned
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	0	0	1
Pre-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 603
Post-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 603
Construction and land development
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	1	0	1
Pre-Modification Outstanding Recorded Balance	$ 0	$ 2,827	$ 0	$ 2,827
Post-Modification Outstanding Recorded Balance	$ 0	$ 2,827	$ 0	$ 2,827
Residential real estate
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	0	0	1
Pre-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 125
Post-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 125
Consumer and other
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	0	0	0
Pre-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 0
Post-Modification Outstanding Recorded Balance	$ 0	$ 0	$ 0	$ 0

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Fair Value Measurements - Summary of Financial Instruments and Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis (Details) - Fair Value, Measurements, Nonrecurring $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total (losses) gains for the year	$ 822	$ 6,068
Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total (losses) gains for the year	821	5,985
Other real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total (losses) gains for the year	1	83
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Significant Other Observable Inputs (Level 2) | Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	0	0
Significant Other Observable Inputs (Level 2) | Other real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	3,317	3,317
Significant Unobservable Inputs (Level 3) | Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	2,427	2,427
Significant Unobservable Inputs (Level 3) | Other real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate	890	890
Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	3,317	3,317
Estimate of Fair Value Measurement [Member] | Impaired loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	2,427	2,427
Estimate of Fair Value Measurement [Member] | Other real estate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate	$ 890	$ 890

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets
Cash and due from banks	$ 46,775	$ 42,903
Federal funds sold	45	35
Interest-bearing deposits (including $1,580 and $980 pledged as collateral)	80,070	57,758
Total cash and cash equivalents	126,890	100,696
Interest-bearing deposits greater than 90 days	1,000	5,300
Securities available for sale	470,496	400,146
Securities held to maturity	44,175	45,985
Loans held for sale	4,275	4,033
Portfolio loans	2,602,156	2,433,916
Less: Allowance for loan losses	32,251	30,185
Portfolio loans, net	2,569,905	2,403,731
Purchase credit impaired loans, net of the allowance for loan losses ($11,339 and $15,410, respectively)	72,397	83,693
Total loans, net	2,642,302	2,487,424
Other real estate not covered under FDIC loss share	1,575	1,896
Other real estate covered under FDIC loss share	6,795	5,944
Other investments, at cost	15,906	17,037
Fixed assets, net	14,395	14,753
Accrued interest receivable	8,660	7,956
State tax credits held for sale, including $10,089 and $11,689 carried at fair value, respectively	48,207	38,309
FDIC loss share receivable	8,619	15,866
Goodwill	30,334	30,334
Intangible assets, net	3,323	4,164
Other assets	89,589	97,160
Total assets	3,516,541	3,277,003
Liabilities and Shareholders' Equity
Demand deposits	691,758	642,930
Interest-bearing transaction accounts	529,052	508,941
Money market accounts	1,045,699	755,569
Savings	90,858	78,718
Certificates of deposit:
$100 and over	353,488	377,544
Other	103,108	127,808
Total deposits	2,813,963	2,491,510
Subordinated debentures	56,807	56,807
Federal Home Loan Bank advances	75,000	144,000
Other borrowings	189,884	234,183
Notes payable	4,800	5,700
Accrued interest payable	780	843
Other liabilities	31,744	27,719
Total liabilities	3,172,978	2,960,762
Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 0 shares issued and outstanding	0	0
Common stock, $0.01 par value; 30,000,000 shares authorized; 20,035,165 and 19,913,519 shares issued, respectively	200	199
Treasury stock, at cost; 76,000 shares	(1,743)	(1,743)
Additional paid in capital	209,643	207,731
Retained earnings	132,490	108,373
Accumulated other comprehensive income	2,973	1,681
Total shareholders' equity	343,563	316,241
Total liabilities and shareholders' equity	$ 3,516,541	$ 3,277,003

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Purchase Credit Impaired ("PCI") Loans - Rollforward of PCI Loans, Net of Allowance for Loan Losses (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Balance at beginning of period	$ 83,693	$ 125,100
Principal reductions and interest payments	(19,315)	(25,261)
Accretion of loan discount	(8,604)	12,323
Changes in contractual and expected cash flows due to remeasurement	11,833	5,262
Reductions due to disposals	(12,418)	(19,106)
Balance at end of period	72,397	98,318
Contractual Cashflows
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Balance at beginning of period	178,145	266,068
Principal reductions and interest payments	(19,315)	(25,261)
Accretion of loan discount	0	0
Changes in contractual and expected cash flows due to remeasurement	(5,731)	(2,616)
Reductions due to disposals	(19,734)	(30,334)
Balance at end of period	133,365	207,857
Non-accretable Difference
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Balance at beginning of period	65,719	87,438
Principal reductions and interest payments	0	0
Accretion of loan discount	0	0
Changes in contractual and expected cash flows due to remeasurement	(26,797)	(7,378)
Reductions due to disposals	(4,183)	(7,379)
Balance at end of period	34,739	72,681
Accretable Yield
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Balance at beginning of period	28,733	53,530
Principal reductions and interest payments	0	0
Accretion of loan discount	8,604	12,323
Changes in contractual and expected cash flows due to remeasurement	9,233	(500)
Reductions due to disposals	(3,133)	(3,849)
Balance at end of period	$ 26,229	$ 36,858

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Other comprehensive income, tax:
Unrealized (loss)/gain on investment securities available for sale arising during the period, tax	$ 1,070	$ (505)
Reclassification adjustment for realized gains on sale of securities available for sale included in net income, tax	$ 0	$ 0

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Portfolio Loans - Summary of Recorded Investment in Portfolio Loans by Class and Category Based on Impairment Method (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Loans - Ending balance:
Portfolio loans, including unearned loan costs	$ 2,602,156			$ 2,433,916
Portfolio loans, net
Balance September 30, 2015
Individually evaluated for impairment	2,205			2,394
Collectively evaluated for impairment	30,046			27,791
Total	32,251	$ 31,765	$ 30,288	30,185
Loans - Ending balance:
Individually evaluated for impairment	11,714			24,366
Collectively evaluated for impairment	2,590,442			2,409,550
Total	2,601,180			2,433,021
Portfolio loans, including unearned loan costs	2,602,156			2,433,916
Portfolio loans, net | Commercial and industrial
Balance September 30, 2015
Individually evaluated for impairment	1,802			704
Collectively evaluated for impairment	18,397			16,300
Total	20,199	18,881	17,112	17,004
Loans - Ending balance:
Individually evaluated for impairment	2,975			5,998
Collectively evaluated for impairment	1,368,120			1,264,261
Total	1,371,095			1,270,259
Portfolio loans, net | Commercial Real Estate Investor Owned
Balance September 30, 2015
Individually evaluated for impairment	0			0
Collectively evaluated for impairment	4,249			4,598
Total	4,249	3,445	4,615	4,598
Loans - Ending balance:
Individually evaluated for impairment	2,954			5,036
Collectively evaluated for impairment	421,136			407,990
Total	424,090			413,026
Portfolio loans, net | CRE - owner occupied
Balance September 30, 2015
Individually evaluated for impairment	0			286
Collectively evaluated for impairment	3,245			3,339
Total	3,245	4,517	3,577	3,625
Loans - Ending balance:
Individually evaluated for impairment	2,248			3,384
Collectively evaluated for impairment	351,930			354,119
Total	354,178			357,503
Portfolio loans, net | Construction and land development
Balance September 30, 2015
Individually evaluated for impairment	403			352
Collectively evaluated for impairment	1,430			1,368
Total	1,833	2,368	2,694	1,720
Loans - Ending balance:
Individually evaluated for impairment	2,823			6,866
Collectively evaluated for impairment	150,156			137,907
Total	152,979			144,773
Portfolio loans, net | Residential real estate
Balance September 30, 2015
Individually evaluated for impairment	0			1,052
Collectively evaluated for impairment	1,952			1,778
Total	1,952	2,044	1,857	2,830
Loans - Ending balance:
Individually evaluated for impairment	714			3,082
Collectively evaluated for impairment	188,271			182,170
Total	188,985			185,252
Portfolio loans, net | Consumer and other
Balance September 30, 2015
Individually evaluated for impairment	0			0
Collectively evaluated for impairment	773			408
Total	773	$ 510	$ 433	408
Loans - Ending balance:
Individually evaluated for impairment	0			0
Collectively evaluated for impairment	110,829			63,103
Total	109,853			62,208
Portfolio loans, including unearned loan costs	$ 110,829			$ 63,103

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Portfolio Loans (Tables) - Portfolio loans, net

9 Months Ended

Sep. 30, 2015

Non-covered Loans [Line Items]

Summary of Portfolio Loans by Category

Below is a summary of Portfolio loans by category at September 30, 2015 and December 31, 2014:

(in thousands)	September 30, 2015		December 31, 2014
Commercial and industrial	$	1,371,095	$	1,270,259
Real estate loans:
Commercial - investor owned	424,090		413,026
Commercial - owner occupied	354,178		357,503
Construction and land development	152,979		144,773
Residential	188,985		185,252
Total real estate loans	1,120,232		1,100,554
Consumer and other	109,853		62,208
Portfolio loans	2,601,180		2,433,021
Unearned loan fees, net	976		895
Portfolio loans, including unearned loan costs	$	2,602,156	$	2,433,916

Summary of Allowance for Loan Losses and the Recorded Investment in Portfolio Loans by Class and Category Based on Impairment Method

(in thousands)	Commercial and industrial			CRE - investor owned			CRE - owner occupied			Construction and land development			Residential real estate			Consumer and other			Total
Allowance for loan losses:
Balance at December 31, 2014	$	17,004		$	4,598		$	3,625		$	1,720		$	2,830		$	408		$	30,185
Provision charged to expense	823			(12		)	(175		)	914			74			(44		)	1,580
Losses charged off	(1,484		)	—			—			—			(1,073		)	(11		)	(2,568		)
Recoveries	769			29			127			60			26			80			1,091
Balance at March 31, 2015	$	17,112		$	4,615		$	3,577		$	2,694		$	1,857		$	433		$	30,288
Provision charged to expense	2,927			(519		)	(347		)	(91		)	100			80			2,150
Losses charged off	(1,578		)	(664		)	—			(350		)	—			(4		)	(2,596		)
Recoveries	420			13			1,287			115			87			1			1,923
Balance at June 30, 2015	$	18,881		$	3,445		$	4,517		$	2,368		$	2,044		$	510		$	31,765
Provision charged to expense	1,501			788			(1,340		)	(660		)	40			270			599
Losses charged off	(572		)	—			—			—			(240		)	(9		)	(821		)
Recoveries	389			16			68			125			108			2			708
Balance at September 30, 2015	$	20,199		$	4,249		$	3,245		$	1,833		$	1,952		$	773		$	32,251

(in thousands)	Commercial and industrial		CRE - investor owned		CRE - owner occupied		Construction and land development		Residential real estate		Consumer and other		Total
Balance September 30, 2015
Allowance for loan losses - Ending balance:
Individually evaluated for impairment	$	1,802	$	—	$	—	$	403	$	—	$	—	$	2,205
Collectively evaluated for impairment	18,397		4,249		3,245		1,430		1,952		773		30,046
Total	$	20,199	$	4,249	$	3,245	$	1,833	$	1,952	$	773	$	32,251
Loans - Ending balance:
Individually evaluated for impairment	$	2,975	$	2,954	$	2,248	$	2,823	$	714	$	—	$	11,714
Collectively evaluated for impairment	1,368,120		421,136		351,930		150,156		188,271		110,829		2,590,442
Total	$	1,371,095	$	424,090	$	354,178	$	152,979	$	188,985	$	110,829	$	2,602,156
Balance December 31, 2014
Allowance for Loan Losses - Ending Balance:
Individually evaluated for impairment	$	704	$	—	$	286	$	352	$	1,052	$	—	$	2,394
Collectively evaluated for impairment	16,300		4,598		3,339		1,368		1,778		408		27,791
Total	$	17,004	$	4,598	$	3,625	$	1,720	$	2,830	$	408	$	30,185
Loans - Ending balance:
Individually evaluated for impairment	$	5,998	$	5,036	$	3,384	$	6,866	$	3,082	$	—	$	24,366
Collectively evaluated for impairment	1,264,261		407,990		354,119		137,907		182,170		63,103		2,409,550
Total	$	1,270,259	$	413,026	$	357,503	$	144,773	$	185,252	$	63,103	$	2,433,916

Summary of Portfolio Loans Individually Evaluated for Impairment and Recorded Investment in Impaired Non-Covered Loans by Category

	September 30, 2015
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	3,702	$	658	$	2,433	$	3,091	$	1,802	$	5,696
Real estate loans:
Commercial - investor owned	3,047		2,437		—		2,437		—		1,294
Commercial - owner occupied	321		240		—		240		—		967
Construction and land development	3,728		2,862		542		3,404		403		5,934
Residential	714		735		—		735		—		2,450
Consumer and other	—		—		—		—		—		—
Total	$	11,512	$	6,932	$	2,975	$	9,907	$	2,205	$	16,341

	December 31, 2014
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	8,042	$	2,609	$	3,464	$	6,073	$	704	$	4,136
Real estate loans:
Commercial - investor owned	5,036		—		5,187		5,187		—		4,375
Commercial - owner occupied	1,376		770		519		1,289		286		1,281
Construction and land development	7,961		419		6,929		7,348		352		7,280
Residential	3,082		2,943		150		3,093		1,052		954
Consumer and other	—		—		—		—		—		581
Total	$	25,497	$	6,741	$	16,249	$	22,990	$	2,394	$	18,607

The following table presents details for past due and impaired loans:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Total interest income that would have been recognized under original terms	$	369	$	246	$	913	$	927
Total cash received and recognized as interest income on non-accrual loans	81		51		206		83
Total interest income recognized on impaired loans	4		11		31		27

	September 30, 2015
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	3,091	$	—	$	—	$	3,091
Real estate loans:
Commercial - investor owned	2,437		—		—		2,437
Commercial - owner occupied	240		—		—		240
Construction and land development	3,404		—		—		3,404
Residential	735		—		—		735
Consumer and other	—		—		—		—
Total	$	9,907	$	—	$	—	$	9,907

	December 31, 2014
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	6,073	$	—	$	—	$	6,073
Real estate loans:
Commercial - investor owned	4,597		590		—		5,187
Commercial - owner occupied	519		770		—		1,289
Construction and land development	7,348		—		—		7,348
Residential	3,093		—		—		3,093
Consumer and other	—		—		—		—
Total	$	21,630	$	1,360	$	—	$	22,990

Summary of Recorded Investment by for Portfolio Loans Restructured

The recorded investment by category for the Portfolio loans that have been restructured during the three and nine months ended September 30, 2015 and 2014, is as follows:

	Three months ended September 30, 2015					Three months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		—	—		—
Commercial - owner occupied	—	—		—		1	357		357
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		—	—		—
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	4	$	3,842	$	3,842

	Nine months ended September 30, 2015					Nine months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		1	603		603
Commercial - owner occupied	—	—		—		3	1,649		1,399
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		1	125		125
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	8	$	5,862	$	5,612

Summary of Recorded Investment by Category for Portfolio Loans Restructured and Subsequently Defaulted

Portfolio loans that were restructured and subsequently defaulted during the nine months ended September 30, 2015 or 2014.

Summary of Aging of Recorded Investment in Past Due Portfolio Loans by Portfolio Class and Category

The aging of the recorded investment in past due Portfolio loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below.

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	5,472	$	1,043	$	6,515	$	1,364,580	$	1,371,095
Real estate loans:
Commercial - investor owned	577		2,382		2,959		421,131		424,090
Commercial - owner occupied	—		85		85		354,093		354,178
Construction and land development	148		2,283		2,431		150,548		152,979
Residential	13		714		727		188,258		188,985
Consumer and other	—		—		—		110,829		110,829
Total	$	6,210	$	6,507	$	12,717	$	2,589,439	$	2,602,156

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	3,059	$	232	$	3,291	$	1,266,968	$	1,270,259
Real estate loans:
Commercial - investor owned	261		4,450		4,711		408,315		413,026
Commercial - owner occupied	766		496		1,262		356,241		357,503
Construction and land development	702		2,524		3,226		141,547		144,773
Residential	168		—		168		185,084		185,252
Consumer and other	8		—		8		63,095		63,103
Total	$	4,964	$	7,702	$	12,666	$	2,421,250	$	2,433,916

Summary of Recorded Investment by Risk Category of Portfolio Loans by Portfolio Class and Category

The recorded investment by risk category of the Portfolio loans by portfolio class and category at September 30, 2015, which is based upon the most recent analysis performed, and December 31, 2014 is as follows:

	September 30, 2015
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,267,697	$	67,560	$	35,838	$	—	$	1,371,095
Real estate loans:
Commercial - investor owned	390,403		22,034		11,653		—		424,090
Commercial - owner occupied	328,753		20,813		4,612		—		354,178
Construction and land development	136,374		12,139		4,466		—		152,979
Residential	174,883		10,576		3,526		—		188,985
Consumer and other	110,336		—		493		—		110,829
Total	$	2,408,446	$	133,122	$	60,588	$	—	$	2,602,156

	December 31, 2014
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,167,751	$	62,315	$	40,193	$	—	$	1,270,259
Real estate loans:
Commercial - investor owned	372,818		24,088		16,120		—		413,026
Commercial - owner occupied	334,347		18,025		5,131		—		357,503
Construction and land development	123,260		12,993		8,520		—		144,773
Residential	168,543		11,012		5,697		—		185,252
Consumer and other	62,711		51		341		—		63,103
Total	$	2,229,430	$	128,484	$	76,002	$	—	$	2,433,916

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Portfolio Loans - Summary of Portfolio Loans Individually Evaluated for Impairment by Category (Details) - Portfolio loans, net - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	$ 11,512	$ 25,497
Recorded Investment With No Allowance	6,932	6,741
Recorded Investment With Allowance	2,975	16,249
Total Recorded Investment	9,907	22,990
Related Allowance	2,205	2,394
Average Recorded Investment	16,341	18,607
Commercial and industrial
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	3,702	8,042
Recorded Investment With No Allowance	658	2,609
Recorded Investment With Allowance	2,433	3,464
Total Recorded Investment	3,091	6,073
Related Allowance	1,802	704
Average Recorded Investment	5,696	4,136
Commercial - owner occupied
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	321	1,376
Recorded Investment With No Allowance	240	770
Recorded Investment With Allowance	0	519
Total Recorded Investment	240	1,289
Related Allowance	0	286
Average Recorded Investment	967	1,281
Commercial - investor owned
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	3,047	5,036
Recorded Investment With No Allowance	2,437	0
Recorded Investment With Allowance	0	5,187
Total Recorded Investment	2,437	5,187
Related Allowance	0	0
Average Recorded Investment	1,294	4,375
Construction and land development
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	3,728	7,961
Recorded Investment With No Allowance	2,862	419
Recorded Investment With Allowance	542	6,929
Total Recorded Investment	3,404	7,348
Related Allowance	403	352
Average Recorded Investment	5,934	7,280
Residential real estate
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	714	3,082
Recorded Investment With No Allowance	735	2,943
Recorded Investment With Allowance	0	150
Total Recorded Investment	735	3,093
Related Allowance	0	1,052
Average Recorded Investment	2,450	954
Consumer and other
Financing Receivable, Impaired [Line Items]
Unpaid Contractual Principal Balance	0	0
Recorded Investment With No Allowance	0	0
Recorded Investment With Allowance	0	0
Total Recorded Investment	0	0
Related Allowance	0	0
Average Recorded Investment	$ 0	$ 581

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Derivative Financial Instruments (Tables) - Client-Related

9 Months Ended

Sep. 30, 2015

Derivative [Line Items]

Schedule of Notional Amounts and Fair Values of Derivative Instruments and Client-Related Derivative Instruments

The table below summarizes the notional amounts and fair values of the client-related derivative instruments:

					Asset Derivatives (Other Assets)				Liability Derivatives (Other Liabilities)
	Notional Amount				Fair Value				Fair Value
(in thousands)	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
Non-designated hedging instruments
Interest rate swap contracts	$	146,884	$	141,263	$	1,749	$	907	$	1,749	$	907

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

For the three and nine months ended September 30, 2015 and 2014, the gains and losses offset each other due to the Company's hedging of the client swaps with other bank counterparties.

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Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Treasury Stock	Additional paid in capital	Retained earnings	Accumulated other comprehensive income (loss)	Parent [Member]
Balance at Dec. 31, 2013		$ 0	$ 194	$ (1,743)	$ 200,258	$ 85,376	$ (4,380)	$ 279,705
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 21,206	0	0	0	0	21,206	0	21,206
Other comprehensive loss	4,147	0	0	0	0	0	4,147	4,147
Cash dividends paid on common shares, $0.183 per share		0	0	0	0	(3,130)	0	(3,130)
Payments of Ordinary Dividends, Common Stock	3,130
Issuance under equity compensation plans, net		0	2	0	(484)	0	0	(482)
Issuance of common stock, net	(482)
Trust preferred securities conversion		0	3	0	4,999	0	0	5,002
Share-based compensation		0	0	0	2,205	0	0	2,205
Share-based compensation	2,205
Excess tax benefit related to equity compensation plans		0	0	0	101	0	0	101
Excess tax benefit of share-based compensation	101
Balance at Sep. 30, 2014		0	199	(1,743)	207,079	103,452	(233)	308,754
Balance at Dec. 31, 2014	316,241	0	199	(1,743)	207,731	108,373	1,681
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	27,771	0	0	0	0	27,771	0	27,771
Other comprehensive loss	1,292	0	0	0	0	0	1,292	1,292
Cash dividends paid on common shares, $0.183 per share		0	0	0	0		0	(3,654)
Payments of Ordinary Dividends, Common Stock	3,654
Issuance under equity compensation plans, net		0	1	0	(832)	0	0
Issuance of common stock, net	(831)
Share-based compensation		0	0	0		0	0	2,588
Share-based compensation	2,588
Excess tax benefit related to equity compensation plans		0	0	0		0	0	156
Excess tax benefit of share-based compensation	156
Balance at Sep. 30, 2015	$ 343,563	$ 0	$ 200	$ (1,743)	$ 209,643	$ 132,490	$ 2,973	$ 343,563

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets
Collateral pledged	$ 1,580	$ 980
Allowance for loan losses on Portfolio loans, covered under FDIC loss share	11,339	15,410
State tax credits, held for sale, carried at fair value	$ 10,089	$ 11,689
Shareholders' equity:
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	20,035,165	19,913,519
Treasury stock, shares	76,000	76,000

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Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Below is a description of certain assets and liabilities measured at fair value.

The following table summarizes financial instruments measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	September 30, 2015
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	100,313	$	—	$	100,313
Obligations of states and political subdivisions	—		38,502		3,077		41,579
Residential mortgage-backed securities	—		328,604		—		328,604
Total securities available for sale	$	—	$	467,419	$	3,077	$	470,496
State tax credits held for sale	—		—		10,089		10,089
Derivative financial instruments	—		1,749		—		1,749
Total assets	$	—	$	469,168	$	13,166	$	482,334
Liabilities
Derivative financial instruments	$	—	$	1,749	$	—	$	1,749
Total liabilities	$	—	$	1,749	$	—	$	1,749

	December 31, 2014
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	91,826	$	—	$	91,826
Obligations of states and political subdivisions	—		31,822		3,059		34,881
Residential mortgage-backed securities	—		273,439		—		273,439
Total securities available for sale	$	—	$	397,087	$	3,059	$	400,146
State tax credits held for sale	—		—		11,689		11,689
Derivative financial instruments	—		909		—		909
Total assets	$	—	$	397,996	$	14,748	$	412,744
Liabilities
Derivative financial instruments	$	—	$	907	$	—	$	907
Total liabilities	$	—	$	907	$	—	$	907

• Securities available for sale. Securities classified as available for sale are reported at fair value utilizing Level 2 and Level 3 inputs. Fair values for Level 2 securities are based upon dealer quotes, market spreads, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions at the security level. At September 30, 2015, Level 3 securities available for sale consist primarily of three Auction Rate Securities that are valued based on the securities' estimated cash flows, yields of comparable securities, and live trading levels.

• State tax credits held for sale. At September 30, 2015, of the $48.2 million of state tax credits held for sale on the condensed consolidated balance sheet, approximately $10.1 million were carried at fair value. The remaining $38.1 million of state tax credits were accounted for at cost.

The Company is not aware of an active market that exists for the 10-year streams of state tax credit financial instruments. However, the Company’s principal market for these tax credits consists of Missouri state residents who buy these credits and local and regional accounting firms who broker them. As such, the Company employed a discounted cash flow analysis (income approach) to determine the fair value.

The fair value measurement is calculated using an internal valuation model with market data including discounted cash flows based upon the terms and conditions of the tax credits. If the underlying project remains in compliance with the various federal and state rules governing the tax credit program, each project will generate about 10 years of tax credits. The inputs to the discounted cash flow calculation include: the amount of tax credits generated each year, the anticipated sale price of the tax credit, the timing of the sale and a discount rate. The discount rate is estimated using the LIBOR swap curve at a point equal to the remaining life in years of credits plus a 205 basis point spread. With the exception of the discount rate, the other inputs to the fair value calculation are observable and readily available. The discount rate is considered a Level 3 input because it is an “unobservable input” and is based on the Company’s assumptions. An increase in the discount rate utilized would generally result in a lower estimated fair value of the tax credits. Alternatively, a decrease in the discount rate utilized would generally result in a higher estimated fair value of the tax credits. Given the significance of this input to the fair value calculation, the state tax credit assets are reported as Level 3 assets.

• Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains counterparty quotations to value its interest rate swaps and caps. In addition, the Company validates the counterparty quotations with third party valuation sources. Derivatives with negative fair values are included in Other liabilities in the consolidated balance sheets. Derivatives with positive fair value are included in Other assets in the consolidated balance sheets.

Level 3 financial instruments

The following table presents the changes in Level 3 financial instruments measured at fair value on a recurring basis as of September 30, 2015 and 2014.

• Purchases, sales, issuances and settlements. There were no Level 3 purchases during the quarter ended September 30, 2015 or 2014.

• Transfers in and/or out of Level 3. There were no Level 3 transfers during the quarter ended September 30, 2015 and 2014.

	Securities available for sale, at fair value
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Beginning balance	$	3,070	$	3,051	$	3,059	$	3,040
Total gains:
Included in other comprehensive income	7		3		18		14
Purchases, sales, issuances and settlements:
Purchases	—		—		—		—
Transfer in and/or out of Level 3	—		—		—		—
Ending balance	$	3,077	$	3,054	$	3,077	$	3,054
Change in unrealized gains relating to assets still held at the reporting date	$	7	$	3	$	18	$	14

	State tax credits held for sale
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Beginning balance	$	9,965	$	14,985	$	11,689		$	16,491
Total gains:
Included in earnings	124		146		318			407
Purchases, sales, issuances and settlements:
Sales	—		—		(1,918		)	(1,767		)
Ending balance	$	10,089	$	15,131	$	10,089		$	15,131
Change in unrealized gains (losses) relating to assets still held at the reporting date	$	124	$	146	$	(186	)	$	(58	)

From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period.

The following table presents financial instruments and non-financial assets measured at fair value on a non-recurring basis as of September 30, 2015.

	(1)		(1)		(1)		(1)
(in thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total losses for the three months ended September 30, 2015		Total losses for the nine months ended September 30, 2015
Impaired loans	$	2,427	$	—	$	—	$	2,427	$	821	$	5,985
Other real estate	890		—		—		890		1		83
Total	$	3,317	$	—	$	—	$	3,317	$	822	$	6,068

(1) The amounts represent only balances measured at fair value during the period and still held as of the reporting date.

Impaired loans are reported at the fair value of the underlying collateral for collateral dependent loans. Fair values for impaired loans are obtained from current appraisals by qualified licensed appraisers or independent valuation specialists. Other real estate owned is adjusted to fair value upon foreclosure of the underlying loan. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less costs to sell. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Certain state tax credits are reported at cost.

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments on the consolidated balance sheets at September 30, 2015 and December 31, 2014.

	September 30, 2015				December 31, 2014
(in thousands)	Carrying Amount		Estimated fair value		Carrying Amount		Estimated fair value
Balance sheet assets
Cash and due from banks	$	46,775	$	46,775	$	42,903	$	42,903
Federal funds sold	45		45		35		35
Interest-bearing deposits	81,070		81,070		63,058		63,058
Securities available for sale	470,496		470,496		400,146		400,146
Securities held to maturity	44,175		44,101		45,985		45,795
Other investments, at cost	15,906		15,906		17,037		17,037
Loans held for sale	4,275		4,275		4,033		4,033
Derivative financial instruments	1,749		1,749		909		909
Portfolio loans, net	2,642,302		2,635,556		2,487,424		2,482,700
State tax credits, held for sale	48,207		53,767		38,309		42,970
Accrued interest receivable	8,660		8,660		7,956		7,956
Balance sheet liabilities
Deposits	2,813,963		2,816,039		2,491,510		2,494,624
Subordinated debentures	56,807		34,463		56,807		34,124
Federal Home Loan Bank advances	75,000		74,998		144,000		144,000
Other borrowings	194,684		194,671		239,883		239,950
Derivative financial instruments	1,749		1,749		907		907
Accrued interest payable	780		780		843		843

For information regarding the methods and assumptions used to estimate the fair value of each class of financial instruments for which it is practical to estimate such value, refer to Note 20 – Fair Value Measurements in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

The following table presents the level in the fair value hierarchy for the estimated fair values of only the Company’s financial instruments that are not already presented on the condensed consolidated balance sheets at fair value at September 30, 2015, and December 31, 2014.

	Estimated Fair Value Measurement at Reporting Date Using						Balance at September 30, 2015
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	44,101	$	—	$	44,101
Portfolio loans, net	—		—		2,635,556		2,635,556
State tax credits, held for sale	—		—		43,678		43,678
Financial Liabilities:
Deposits	2,357,367		—		458,672		2,816,039
Subordinated debentures	—		34,463		—		34,463
Federal Home Loan Bank advances	—		74,998		—		74,998
Other borrowings	—		194,671		—		194,671
	Estimated Fair Value Measurement at Reporting Date Using						Balance at December 31, 2014
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	45,795	$	—	$	45,795
Portfolio loans, net	—		—		2,482,700		2,482,700
State tax credits, held for sale	—		—		31,281		31,281
Financial Liabilities:
Deposits	1,986,158		—		508,466		2,494,624
Subordinated debentures	—		34,124		—		34,124
Federal Home Loan Bank advances	—		144,000		—		144,000
Other borrowings	—		239,950		—		239,950

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 26, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	ENTERPRISE FINANCIAL SERVICES CORP
Entity Central Index Key	0001025835
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		20,023,376

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New Authoritative Accounting Guidance

9 Months Ended

Sep. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Authoritative Accounting Guidance

NEW AUTHORITATIVE ACCOUNTING GUIDANCE

FASB ASU 2014-09, "Revenue from Contracts with Customers" In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance was originally effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this guidance to annual reporting periods beginning after December 15, 2017 for public companies, and permits early adoption on a limited basis. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements, nor decided upon the method of adoption. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.

FASB ASU 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures" In June 2014, the FASB issued ASU No. 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The objective of ASU 2014-11 is to amend the accounting for certain secured financing transactions, and requires enhanced disclosures with respect to transactions recognized as sales in which exposure to the derecognized asset is retained through a separate agreement with the counterparty. In addition, the guidance requires enhanced disclosures with respect to the types and quality of financial assets pledged in secured financing transactions. The guidance became effective in the first quarter of 2015, except for the disclosures regarding the types and quality of financial assets pledged, which became effective in the second quarter of 2015. The adoption of the guidance did not have a material impact on the Company's consolidated balance sheets or statements of operations.

FASB ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs" In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The objective is to reduce cost and complexity in accounting standards while maintaining the usefulness of information being provided to users of financial statements. The guidance becomes effective in the first quarter of 2016 and requires the Company to apply the new guidance on a retrospective basis upon adoption, but early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating the effect of this guidance on its consolidated balance sheets and statements of operations.

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Interest income:
Interest and fees on loans	$ 30,626	$ 28,395	$ 90,109	$ 89,582
Interest on debt securities:
Taxable	2,176	2,190	6,434	6,545
Nontaxable	298	298	880	896
Interest on interest-bearing deposits	68	43	153	145
Dividends on equity securities	12	110	107	201
Total interest income	33,180	31,036	97,683	97,369
Interest expense:
Interest-bearing transaction accounts	293	163	849	385
Money market accounts	822	653	2,136	2,095
Savings accounts	58	52	162	151
Certificates of deposit:
$100 and over	1,195	1,335	3,654	3,997
Other	348	406	1,074	1,249
Subordinated debentures	314	306	924	1,016
Federal Home Loan Bank advances	9	490	82	1,345
Notes payable and other borrowings	135	187	471	579
Total interest expense	3,174	3,592	9,352	10,817
Net interest income	30,006	27,444	88,331	86,552
Provision for portfolio loan losses	599	66	4,329	2,441
Provision (provision reversal) for purchase credit impaired loan losses	(227)	(1,877)	(3,497)	957
Net interest income after provision for loan losses	29,634	29,255	87,499	83,154
Noninterest income:
Wealth management revenue	1,773	1,754	5,291	5,191
Service charges on deposit accounts	2,044	1,812	5,898	5,317
Other service charges and fee income	871	849	2,464	2,188
Gain on sale of other real estate	32	114	61	1,514
Gain on state tax credits, net	321	156	1,069	860
Gain on sale of investment securities	0	0	23	0
Change in FDIC loss share receivable	(1,241)	(2,374)	(4,450)	(7,526)
Miscellaneous income	929	2,141	3,762	4,235
Total noninterest income	4,729	4,452	14,118	11,779
Noninterest expense:
Employee compensation and benefits	11,475	11,913	34,262	35,882
Occupancy	1,605	1,683	4,920	4,998
Data processing	1,138	1,045	3,295	3,296
FDIC and other insurance	654	710	2,045	2,170
Loan legal and other real estate expense	530	811	1,356	2,985
Professional fees	800	710	2,626	2,569
FHLB prepayment penalty	298	1,028	760	1,060
Other	3,432	3,221	10,076	9,708
Total noninterest expense	19,932	21,121	59,340	62,668
Income before income tax expense	14,431	12,586	42,277	32,265
Income tax expense	4,722	4,388	14,506	11,059
Net income	$ 9,709	$ 8,198	$ 27,771	$ 21,206
Earnings per common share
Basic (usd per share)	$ 0.49	$ 0.41	$ 1.39	$ 1.07
Diluted (usd per share)	$ 0.48	$ 0.41	$ 1.37	$ 1.07

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Investments

9 Months Ended

Sep. 30, 2015

Investments, Debt and Equity Securities [Abstract]

Investments

INVESTMENTS

The following table presents the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity:

	September 30, 2015
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	99,015	$	1,298	$	—		$	100,313
Obligations of states and political subdivisions	40,740		1,219		(380		)	41,579
Agency mortgage-backed securities	325,417		3,983		(796		)	328,604
Total securities available for sale	$	465,172	$	6,500	$	(1,176	)	$	470,496
Held to maturity securities:
Obligations of states and political subdivisions	$	14,848	$	7	$	(212	)	$	14,643
Agency mortgage-backed securities	29,327		131		—			29,458
Total securities held to maturity	$	44,175	$	138	$	(212	)	$	44,101

	December 31, 2014
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	91,355	$	624	$	(153	)	$	91,826
Obligations of states and political subdivisions	33,997		1,300		(416		)	34,881
Agency mortgage-backed securities	271,430		3,577		(1,568		)	273,439
Total securities available for sale	$	396,782	$	5,501	$	(2,137	)	$	400,146
Held to maturity securities:
Obligations of states and political subdivisions	$	14,900	$	—	$	(325	)	$	14,575
Agency mortgage-backed securities	31,085		150		(15		)	31,220
Total securities held to maturity	$	45,985	$	150	$	(340	)	$	45,795

At September 30, 2015, and December 31, 2014, there were no holdings of securities of any one issuer in an amount greater than 10% of shareholders’ equity, other than the U.S. Government agencies and sponsored enterprises. The agency mortgage-backed securities are all issued by U.S. Government-sponsored enterprises. Available for sale securities having a fair value of $260.0 million and $315.8 million at September 30, 2015, and December 31, 2014, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions.

The amortized cost and estimated fair value of debt securities at September 30, 2015, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximately 4 years.

	Available for sale				Held to maturity
(in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,091	$	3,115	$	—	$	—
Due after one year through five years	115,027		116,882		2,662		2,648
Due after five years through ten years	16,987		17,524		10,319		10,158
Due after ten years	4,650		4,371		1,867		1,837
Mortgage-backed securities	325,417		328,604		29,327		29,458
	$	465,172	$	470,496	$	44,175	$	44,101

The following table represents a summary of investment securities that had an unrealized loss:

	September 30, 2015
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—
Obligations of states and political subdivisions	15,757		249		3,563		343		19,320		592
Agency mortgage-backed securities	58,913		273		21,138		523		80,051		796
	$	74,670	$	522	$	24,701	$	866	$	99,371	$	1,388
	December 31, 2014
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	5,399	$	10	$	24,852	$	143	$	30,251	$	153
Obligations of states and political subdivisions	16,827		343		5,349		398		22,176		741
Agency mortgage-backed securities	26,367		56		97,054		1,527		123,421		1,583
	$	48,593	$	409	$	127,255	$	2,068	$	175,848	$	2,477

The unrealized losses at both September 30, 2015, and December 31, 2014, were primarily attributable to changes in market interest rates since the securities were purchased. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include among other considerations (1) the present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, (4) structure of the security, and (5) the intent to sell the security or whether it is more likely than not the Company would be required to sell the security before its anticipated recovery in market value. At September 30, 2015, management performed its quarterly analysis of all securities with an unrealized loss and concluded no individual securities were other-than-temporarily impaired.

 The gross gains and gross losses realized from sales of available for sale investment securities were as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Gross gains realized	$	—	$	—	$	63		$	—
Gross losses realized	—		—		(40		)	—
Proceeds from sales	—		—		41,069			—

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Earnings Per Share

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Common shares outstanding include common stock and restricted stock awards where recipients have satisfied the vesting terms. Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and the if-converted method for convertible trust preferred securities.

The following table presents a summary of per common share data and amounts for the periods indicated.

	Three months ended September 30,				Nine months ended September 30,
(in thousands, except per share data)	2015		2014		2015		2014
Net income as reported	$	9,709	$	8,198	$	27,771	$	21,206
Impact of assumed conversions
Interest on 9% convertible trust preferred securities, net of income tax	—		—		—		66
Net income available to common shareholders and assumed conversions	$	9,709	$	8,198	$	27,771	$	21,272
Weighted average common shares outstanding	19,995		19,838		19,970		19,729
Incremental shares from assumed conversions of convertible trust preferred securities	—		—		—		76
Additional dilutive common stock equivalents	266		142		266		165
Weighted average diluted common shares outstanding	$	20,261	$	19,980	$	20,236	$	19,970
Basic earnings per common share:	$	0.49	$	0.41	$	1.39	$	1.07
Diluted earnings per common share:	$	0.48	$	0.41	$	1.37	$	1.07

For the three and nine months ended September 30, 2015 and 2014, the amount of common stock equivalents excluded from the earnings per share calculations because their effect was anti-dilutive was 0.1 million, and 0.3 million common stock equivalents, respectively.

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Purchase Credit Impaired ("PCI") Loans (Tables)

9 Months Ended

Sep. 30, 2015

Covered Loans [Line Items]

Rollforward of PCI Loans, Net of Allowance for Loan Losses

The following table is a rollforward of PCI loans, net of the allowance for loan losses, for the nine months ended September 30, 2015 and 2014.

(in thousands)	Contractual Cashflows			Non-accretable Difference			Accretable Yield			Carrying Amount
Balance December 31, 2014	$	178,145		$	65,719		$	28,733		$	83,693
Principal reductions and interest payments	(19,315		)	—			—			(19,315		)
Accretion of loan discount	—			—			(8,604		)	8,604
Changes in contractual and expected cash flows due to remeasurement	(5,731		)	(26,797		)	9,233			11,833
Reductions due to disposals	(19,734		)	(4,183		)	(3,133		)	(12,418		)
Balance September 30, 2015	$	133,365		$	34,739		$	26,229		$	72,397
Balance December 31, 2013	$	266,068		$	87,438		$	53,530		$	125,100
Principal reductions and interest payments	(25,261		)	—			—			(25,261		)
Accretion of loan discount	—			—			(12,323		)	12,323
Changes in contractual and expected cash flows due to remeasurement	(2,616		)	(7,378		)	(500		)	5,262
Reductions due to disposals	(30,334		)	(7,379		)	(3,849		)	(19,106		)
Balance September 30, 2014	$	207,857		$	72,681		$	36,858		$	98,318

Covered Loans

Covered Loans [Line Items]

Summary of PCI Loans by Category

Below is a summary of PCI loans by category at September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
(in thousands)	Weighted- Average Risk Rating	Recorded Investment PCI Loans		Weighted- Average Risk Rating	Recorded Investment PCI Loans
Commercial and industrial	6.72	$	3,467	6.57	$	4,012
Real estate loans:
Commercial - investor owned	7.11	32,534		7.07	39,066
Commercial - owner occupied	6.35	20,008		6.35	22,695
Construction and land development	6.31	7,068		6.16	7,740
Residential	5.44	20,404		5.54	25,121
Total real estate loans		80,014			94,622
Consumer and other	6.13	255		5.39	469
Purchase credit impaired loans		$	83,736		$	99,103

Summary of Aging of Recorded Investment in Past Due PCI Loans by Portfolio Class and Category

The aging of the recorded investment in past due PCI loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below:

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	3,467	$	3,467
Real estate loans:
Commercial - investor owned	4,358		3,441		7,799		24,735		32,534
Commercial - owner occupied	—		543		543		19,465		20,008
Construction and land development	—		1,975		1,975		5,093		7,068
Residential	89		53		142		20,262		20,404
Consumer and other	—		—		—		255		255
Total	$	4,447	$	6,012	$	10,459	$	73,277	$	83,736

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	16	$	16	$	3,996	$	4,012
Real estate loans:
Commercial - investor owned	878		6,484		7,362		31,704		39,066
Commercial - owner occupied	—		2,759		2,759		19,936		22,695
Construction and land development	774		—		774		6,966		7,740
Residential	2,020		1,451		3,471		21,650		25,121
Consumer and other	—		12		12		457		469
Total	$	3,672	$	10,722	$	14,394	$	84,709	$	99,103

Summary of FDIC Loss Share Receivable

A summary of activity in the FDIC loss share receivable for the nine months ended September 30, 2015 is as follows:

(in thousands)
Balance December 31, 2014	$	15,866
Adjustments not reflected in income:
Cash received from the FDIC for covered assets	(1,725		)
FDIC reimbursable losses, net	(1,072		)
Adjustments reflected in income:
Amortization, net	(484		)
Loan impairment	(2,611		)
Reductions for payments on covered assets in excess of expected cash flows	(1,355		)
Balance September 30, 2015	$	8,619

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Business and Consolidation

Basis of Financial Statement Presentation

The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Available-for-sale Securities

Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include among other considerations (1) the present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, (4) structure of the security, and (5) the intent to sell the security or whether it is more likely than not the Company would be required to sell the security before its anticipated recovery in market value. At September 30, 2015, management performed its quarterly analysis of all securities with an unrealized loss and concluded no individual securities were other-than-temporarily impaired.

New Authoritative Accounting Guidance

FASB ASU 2014-09, "Revenue from Contracts with Customers" In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance was originally effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this guidance to annual reporting periods beginning after December 15, 2017 for public companies, and permits early adoption on a limited basis. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements, nor decided upon the method of adoption. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.

FASB ASU 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures" In June 2014, the FASB issued ASU No. 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The objective of ASU 2014-11 is to amend the accounting for certain secured financing transactions, and requires enhanced disclosures with respect to transactions recognized as sales in which exposure to the derecognized asset is retained through a separate agreement with the counterparty. In addition, the guidance requires enhanced disclosures with respect to the types and quality of financial assets pledged in secured financing transactions. The guidance became effective in the first quarter of 2015, except for the disclosures regarding the types and quality of financial assets pledged, which became effective in the second quarter of 2015. The adoption of the guidance did not have a material impact on the Company's consolidated balance sheets or statements of operations.

FASB ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs" In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): FASB Accounting Standards Codification-Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The objective is to reduce cost and complexity in accounting standards while maintaining the usefulness of information being provided to users of financial statements. The guidance becomes effective in the first quarter of 2016 and requires the Company to apply the new guidance on a retrospective basis upon adoption, but early adoption is permitted for financial statements that have not been previously issued. The Company is currently evaluating the effect of this guidance on its consolidated balance sheets and statements of operations.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

DERIVATIVE FINANCIAL INSTRUMENTS

Client-Related Derivative Instruments. The Company enters into interest rate swaps to allow customers to hedge changes in fair value of certain loans. The table below summarizes the notional amounts and fair values of the client-related derivative instruments:

					Asset Derivatives (Other Assets)				Liability Derivatives (Other Liabilities)
	Notional Amount				Fair Value				Fair Value
(in thousands)	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
Non-designated hedging instruments
Interest rate swap contracts	$	146,884	$	141,263	$	1,749	$	907	$	1,749	$	907

Changes in the fair value of client-related derivative instruments are recognized currently in operations. For the three and nine months ended September 30, 2015 and 2014, the gains and losses offset each other due to the Company's hedging of the client swaps with other bank counterparties.

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Portfolio Loans

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Portfolio Loans

PORTFOLIO LOANS

Below is a summary of Portfolio loans by category at September 30, 2015 and December 31, 2014:

(in thousands)	September 30, 2015		December 31, 2014
Commercial and industrial	$	1,371,095	$	1,270,259
Real estate loans:
Commercial - investor owned	424,090		413,026
Commercial - owner occupied	354,178		357,503
Construction and land development	152,979		144,773
Residential	188,985		185,252
Total real estate loans	1,120,232		1,100,554
Consumer and other	109,853		62,208
Portfolio loans	2,601,180		2,433,021
Unearned loan fees, net	976		895
Portfolio loans, including unearned loan costs	$	2,602,156	$	2,433,916

A summary of the year-to-date activity in the allowance for loan losses and the recorded investment in Portfolio loans by class and category based on impairment method through September 30, 2015, and at December 31, 2014, is as follows:

(in thousands)	Commercial and industrial			CRE - investor owned			CRE - owner occupied			Construction and land development			Residential real estate			Consumer and other			Total
Allowance for loan losses:
Balance at December 31, 2014	$	17,004		$	4,598		$	3,625		$	1,720		$	2,830		$	408		$	30,185
Provision charged to expense	823			(12		)	(175		)	914			74			(44		)	1,580
Losses charged off	(1,484		)	—			—			—			(1,073		)	(11		)	(2,568		)
Recoveries	769			29			127			60			26			80			1,091
Balance at March 31, 2015	$	17,112		$	4,615		$	3,577		$	2,694		$	1,857		$	433		$	30,288
Provision charged to expense	2,927			(519		)	(347		)	(91		)	100			80			2,150
Losses charged off	(1,578		)	(664		)	—			(350		)	—			(4		)	(2,596		)
Recoveries	420			13			1,287			115			87			1			1,923
Balance at June 30, 2015	$	18,881		$	3,445		$	4,517		$	2,368		$	2,044		$	510		$	31,765
Provision charged to expense	1,501			788			(1,340		)	(660		)	40			270			599
Losses charged off	(572		)	—			—			—			(240		)	(9		)	(821		)
Recoveries	389			16			68			125			108			2			708
Balance at September 30, 2015	$	20,199		$	4,249		$	3,245		$	1,833		$	1,952		$	773		$	32,251

(in thousands)	Commercial and industrial		CRE - investor owned		CRE - owner occupied		Construction and land development		Residential real estate		Consumer and other		Total
Balance September 30, 2015
Allowance for loan losses - Ending balance:
Individually evaluated for impairment	$	1,802	$	—	$	—	$	403	$	—	$	—	$	2,205
Collectively evaluated for impairment	18,397		4,249		3,245		1,430		1,952		773		30,046
Total	$	20,199	$	4,249	$	3,245	$	1,833	$	1,952	$	773	$	32,251
Loans - Ending balance:
Individually evaluated for impairment	$	2,975	$	2,954	$	2,248	$	2,823	$	714	$	—	$	11,714
Collectively evaluated for impairment	1,368,120		421,136		351,930		150,156		188,271		110,829		2,590,442
Total	$	1,371,095	$	424,090	$	354,178	$	152,979	$	188,985	$	110,829	$	2,602,156
Balance December 31, 2014
Allowance for Loan Losses - Ending Balance:
Individually evaluated for impairment	$	704	$	—	$	286	$	352	$	1,052	$	—	$	2,394
Collectively evaluated for impairment	16,300		4,598		3,339		1,368		1,778		408		27,791
Total	$	17,004	$	4,598	$	3,625	$	1,720	$	2,830	$	408	$	30,185
Loans - Ending balance:
Individually evaluated for impairment	$	5,998	$	5,036	$	3,384	$	6,866	$	3,082	$	—	$	24,366
Collectively evaluated for impairment	1,264,261		407,990		354,119		137,907		182,170		63,103		2,409,550
Total	$	1,270,259	$	413,026	$	357,503	$	144,773	$	185,252	$	63,103	$	2,433,916

A summary of Portfolio loans individually evaluated for impairment by category at September 30, 2015 and December 31, 2014, is as follows:

	September 30, 2015
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	3,702	$	658	$	2,433	$	3,091	$	1,802	$	5,696
Real estate loans:
Commercial - investor owned	3,047		2,437		—		2,437		—		1,294
Commercial - owner occupied	321		240		—		240		—		967
Construction and land development	3,728		2,862		542		3,404		403		5,934
Residential	714		735		—		735		—		2,450
Consumer and other	—		—		—		—		—		—
Total	$	11,512	$	6,932	$	2,975	$	9,907	$	2,205	$	16,341

	December 31, 2014
(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial and industrial	$	8,042	$	2,609	$	3,464	$	6,073	$	704	$	4,136
Real estate loans:
Commercial - investor owned	5,036		—		5,187		5,187		—		4,375
Commercial - owner occupied	1,376		770		519		1,289		286		1,281
Construction and land development	7,961		419		6,929		7,348		352		7,280
Residential	3,082		2,943		150		3,093		1,052		954
Consumer and other	—		—		—		—		—		581
Total	$	25,497	$	6,741	$	16,249	$	22,990	$	2,394	$	18,607

The following table presents details for past due and impaired loans:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Total interest income that would have been recognized under original terms	$	369	$	246	$	913	$	927
Total cash received and recognized as interest income on non-accrual loans	81		51		206		83
Total interest income recognized on impaired loans	4		11		31		27

There were no loans over 90 days past due and still accruing interest at September 30, 2015 or December 31, 2014. At September 30, 2015, there were $0.3 million unadvanced commitments on impaired loans. Other liabilities include approximately $0.2 million for estimated losses attributable to the unadvanced commitments.

The recorded investment in impaired Portfolio loans by category at September 30, 2015 and December 31, 2014, is as follows:

	September 30, 2015
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	3,091	$	—	$	—	$	3,091
Real estate loans:
Commercial - investor owned	2,437		—		—		2,437
Commercial - owner occupied	240		—		—		240
Construction and land development	3,404		—		—		3,404
Residential	735		—		—		735
Consumer and other	—		—		—		—
Total	$	9,907	$	—	$	—	$	9,907

	December 31, 2014
(in thousands)	Non-accrual		Restructured		Loans over 90 days past due and still accruing interest		Total
Commercial and industrial	$	6,073	$	—	$	—	$	6,073
Real estate loans:
Commercial - investor owned	4,597		590		—		5,187
Commercial - owner occupied	519		770		—		1,289
Construction and land development	7,348		—		—		7,348
Residential	3,093		—		—		3,093
Consumer and other	—		—		—		—
Total	$	21,630	$	1,360	$	—	$	22,990

The recorded investment by category for the Portfolio loans that have been restructured during the three and nine months ended September 30, 2015 and 2014, is as follows:

	Three months ended September 30, 2015					Three months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		—	—		—
Commercial - owner occupied	—	—		—		1	357		357
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		—	—		—
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	4	$	3,842	$	3,842

	Nine months ended September 30, 2015					Nine months ended September 30, 2014
(in thousands, except for number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance		Number of Loans	Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
Commercial and industrial	—	$	—	$	—	2	$	658	$	658
Real estate loans:
Commercial - investor owned	—	—		—		1	603		603
Commercial - owner occupied	—	—		—		3	1,649		1,399
Construction and land development	—	—		—		1	2,827		2,827
Residential	—	—		—		1	125		125
Consumer and other	—	—		—		—	—		—
Total	—	$	—	$	—	8	$	5,862	$	5,612

The restructured Portfolio loans primarily resulted from interest rate concessions and changing the terms of the loans. As of September 30, 2015, the Company had no specific reserves allocated to the loans that have been restructured.

There were no Portfolio loans that were restructured and subsequently defaulted during the nine months ended September 30, 2015 or 2014.

The aging of the recorded investment in past due Portfolio loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below.

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	5,472	$	1,043	$	6,515	$	1,364,580	$	1,371,095
Real estate loans:
Commercial - investor owned	577		2,382		2,959		421,131		424,090
Commercial - owner occupied	—		85		85		354,093		354,178
Construction and land development	148		2,283		2,431		150,548		152,979
Residential	13		714		727		188,258		188,985
Consumer and other	—		—		—		110,829		110,829
Total	$	6,210	$	6,507	$	12,717	$	2,589,439	$	2,602,156

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	3,059	$	232	$	3,291	$	1,266,968	$	1,270,259
Real estate loans:
Commercial - investor owned	261		4,450		4,711		408,315		413,026
Commercial - owner occupied	766		496		1,262		356,241		357,503
Construction and land development	702		2,524		3,226		141,547		144,773
Residential	168		—		168		185,084		185,252
Consumer and other	8		—		8		63,095		63,103
Total	$	4,964	$	7,702	$	12,666	$	2,421,250	$	2,433,916

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, and current economic factors among other factors. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

• Grades 1, 2, and 3 – Includes loans to borrowers with a continuous record of strong earnings, sound balance sheet condition and capitalization, ample liquidity with solid cash flow, and whose management team has experience and depth within their industry.

• Grade 4 – Includes loans to borrowers with positive trends in profitability, satisfactory capitalization and balance sheet condition, and sufficient liquidity and cash flow.

• Grade 5 – Includes loans to borrowers that may display fluctuating trends in sales, profitability, capitalization, liquidity, and cash flow.

• Grade 6 – Includes loans to borrowers where an adverse change or perceived weakness has occurred, but may be correctable in the near future. Alternatively, this rating category may also include circumstances where the borrower is starting to reverse a negative trend or condition, or has recently been upgraded from a 7, 8, or 9 rating.

• Grade 7 – Watch credits are borrowers that have experienced financial setback of a nature that is not determined to be severe or influence ‘ongoing concern’ expectations. Although possible, no loss is anticipated, due to strong collateral and/or guarantor support.

• Grade 8 – Substandard credits will include those borrowers characterized by significant losses and sustained downward trends in balance sheet condition, liquidity, and cash flow. Repayment reliance may have shifted to secondary sources. Collateral exposure may exist and additional reserves may be warranted.

• Grade 9 – Doubtful credits include borrowers that may show deteriorating trends that are unlikely to be corrected. Collateral values may appear insufficient for full recovery, therefore requiring a partial charge-off, or debt renegotiation with the borrower. The borrower may have declared bankruptcy or bankruptcy is likely in the near term. All doubtful rated credits will be on non-accrual.

The recorded investment by risk category of the Portfolio loans by portfolio class and category at September 30, 2015, which is based upon the most recent analysis performed, and December 31, 2014 is as follows:

	September 30, 2015
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,267,697	$	67,560	$	35,838	$	—	$	1,371,095
Real estate loans:
Commercial - investor owned	390,403		22,034		11,653		—		424,090
Commercial - owner occupied	328,753		20,813		4,612		—		354,178
Construction and land development	136,374		12,139		4,466		—		152,979
Residential	174,883		10,576		3,526		—		188,985
Consumer and other	110,336		—		493		—		110,829
Total	$	2,408,446	$	133,122	$	60,588	$	—	$	2,602,156

	December 31, 2014
(in thousands)	Pass (1-6)		Watch (7)		Substandard (8)		Doubtful (9)		Total
Commercial and industrial	$	1,167,751	$	62,315	$	40,193	$	—	$	1,270,259
Real estate loans:
Commercial - investor owned	372,818		24,088		16,120		—		413,026
Commercial - owner occupied	334,347		18,025		5,131		—		357,503
Construction and land development	123,260		12,993		8,520		—		144,773
Residential	168,543		11,012		5,697		—		185,252
Consumer and other	62,711		51		341		—		63,103
Total	$	2,229,430	$	128,484	$	76,002	$	—	$	2,433,916

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Purchase Credit Impaired ("PCI") Loans

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Purchase Credit Impaired (PCI) Loans

PURCHASE CREDIT IMPAIRED ("PCI") LOANS

Below is a summary of PCI loans by category at September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
(in thousands)	Weighted- Average Risk Rating	Recorded Investment PCI Loans		Weighted- Average Risk Rating	Recorded Investment PCI Loans
Commercial and industrial	6.72	$	3,467	6.57	$	4,012
Real estate loans:
Commercial - investor owned	7.11	32,534		7.07	39,066
Commercial - owner occupied	6.35	20,008		6.35	22,695
Construction and land development	6.31	7,068		6.16	7,740
Residential	5.44	20,404		5.54	25,121
Total real estate loans		80,014			94,622
Consumer and other	6.13	255		5.39	469
Purchase credit impaired loans		$	83,736		$	99,103

The aging of the recorded investment in past due PCI loans by portfolio class and category at September 30, 2015 and December 31, 2014 is shown below:

	September 30, 2015
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	—	$	—	$	3,467	$	3,467
Real estate loans:
Commercial - investor owned	4,358		3,441		7,799		24,735		32,534
Commercial - owner occupied	—		543		543		19,465		20,008
Construction and land development	—		1,975		1,975		5,093		7,068
Residential	89		53		142		20,262		20,404
Consumer and other	—		—		—		255		255
Total	$	4,447	$	6,012	$	10,459	$	73,277	$	83,736

	December 31, 2014
(in thousands)	30-89 Days  Past Due		90 or More Days Past Due		Total Past Due		Current		Total
Commercial and industrial	$	—	$	16	$	16	$	3,996	$	4,012
Real estate loans:
Commercial - investor owned	878		6,484		7,362		31,704		39,066
Commercial - owner occupied	—		2,759		2,759		19,936		22,695
Construction and land development	774		—		774		6,966		7,740
Residential	2,020		1,451		3,471		21,650		25,121
Consumer and other	—		12		12		457		469
Total	$	3,672	$	10,722	$	14,394	$	84,709	$	99,103

The following table is a rollforward of PCI loans, net of the allowance for loan losses, for the nine months ended September 30, 2015 and 2014.

(in thousands)	Contractual Cashflows			Non-accretable Difference			Accretable Yield			Carrying Amount
Balance December 31, 2014	$	178,145		$	65,719		$	28,733		$	83,693
Principal reductions and interest payments	(19,315		)	—			—			(19,315		)
Accretion of loan discount	—			—			(8,604		)	8,604
Changes in contractual and expected cash flows due to remeasurement	(5,731		)	(26,797		)	9,233			11,833
Reductions due to disposals	(19,734		)	(4,183		)	(3,133		)	(12,418		)
Balance September 30, 2015	$	133,365		$	34,739		$	26,229		$	72,397
Balance December 31, 2013	$	266,068		$	87,438		$	53,530		$	125,100
Principal reductions and interest payments	(25,261		)	—			—			(25,261		)
Accretion of loan discount	—			—			(12,323		)	12,323
Changes in contractual and expected cash flows due to remeasurement	(2,616		)	(7,378		)	(500		)	5,262
Reductions due to disposals	(30,334		)	(7,379		)	(3,849		)	(19,106		)
Balance September 30, 2014	$	207,857		$	72,681		$	36,858		$	98,318

The accretable yield is accreted into interest income over the estimated life of the acquired loans using the effective

yield method.

A summary of activity in the FDIC loss share receivable for the nine months ended September 30, 2015 is as follows:

(in thousands)
Balance December 31, 2014	$	15,866
Adjustments not reflected in income:
Cash received from the FDIC for covered assets	(1,725		)
FDIC reimbursable losses, net	(1,072		)
Adjustments reflected in income:
Amortization, net	(484		)
Loan impairment	(2,611		)
Reductions for payments on covered assets in excess of expected cash flows	(1,355		)
Balance September 30, 2015	$	8,619

Outstanding customer balances on PCI loans were $110.6 million and $135.3 million as of September 30, 2015, and December 31, 2014, respectively.

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Commitments

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments

COMMITMENTS AND CONTINGENCIES

The Company issues financial instruments with off balance sheet risk in the normal course of the business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets. At September 30, 2015, there were $0.3 million of unadvanced commitments on impaired loans.

The contractual amounts of off-balance-sheet financial instruments as of September 30, 2015, and December 31, 2014, are as follows:

(in thousands)	September 30, 2015		December 31, 2014
Commitments to extend credit	$	1,099,224	$	947,424
Standby letters of credit	51,701		50,108

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 usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee. Of the total commitments to extend credit at September 30, 2015, and December 31, 2014, approximately $101.4 million and $65.9 million, respectively, represent fixed rate loan commitments. Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate. Other liabilities include approximately $0.2 million for estimated losses attributable to the unadvanced commitments at September 30, 2015 and December 31, 2014.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are issued to support contractual obligations of the Company’s customers. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. The approximate remaining term of standby letters of credit range from 1 month to 2.4 years at September 30, 2015.

Contingencies

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.

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Portfolio Loans - Summary of Allowance for Loan Losses by Portfolio Class and Category (Details) - Portfolio loans, net - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	$ 31,765	$ 30,288	$ 30,185
Provision charged to expense	(599)	2,150	1,580
Losses charged off	(821)	(2,596)	(2,568)
Recoveries	708	1,923	1,091
Balance at March 31, 2015	32,251	31,765	30,288
Commercial and industrial
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	18,881	17,112	17,004
Provision charged to expense	(1,501)	2,927	823
Losses charged off	(572)	(1,578)	(1,484)
Recoveries	389	420	769
Balance at March 31, 2015	20,199	18,881	17,112
CRE - owner occupied
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	4,517	3,577	3,625
Provision charged to expense	1,340	347	175
Losses charged off	0	0	0
Recoveries	68	1,287	127
Balance at March 31, 2015	3,245	4,517	3,577
Commercial Real Estate Investor Owned
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	3,445	4,615	4,598
Provision charged to expense	(788)	519	12
Losses charged off	0	(664)	0
Recoveries	16	13	29
Balance at March 31, 2015	4,249	3,445	4,615
Construction and land development
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	2,368	2,694	1,720
Provision charged to expense	660	91	914
Losses charged off	0	(350)	0
Recoveries	125	115	60
Balance at March 31, 2015	1,833	2,368	2,694
Residential real estate
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	2,044	1,857	2,830
Provision charged to expense	(40)	100	74
Losses charged off	(240)	0	(1,073)
Recoveries	108	87	26
Balance at March 31, 2015	1,952	2,044	1,857
Consumer and other
Allowance for Loan Losses [Roll Forward]
Balance at December 31, 2014	510	433	408
Provision charged to expense	(270)	80	44
Losses charged off	(9)	(4)	(11)
Recoveries	2	1	80
Balance at March 31, 2015	$ 773	$ 510	$ 433

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Fair Value Measurements - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($) security	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) security	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits held for sale, including $10,089 and $11,689 carried at fair value, respectively	$ 48,207		$ 48,207		$ 38,309
State tax credits, held for sale, carried at fair value	10,089		$ 10,089		11,689
State tax credit term			10 years
Years of tax credits generated			10 years
Recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits held for sale, including $10,089 and $11,689 carried at fair value, respectively	48,200		$ 48,200
Recurring basis | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits, held for sale, carried at fair value	$ 10,089		$ 10,089		11,689
Auction Rate Securities | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of available-for-sale securities | security	3		3
Portion at Other than Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits, held for sale, carried at fair value	$ 38,100		$ 38,100
Estimated fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits, held for sale, carried at fair value	53,767		53,767		42,970
Estimated fair value | Recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
State tax credits, held for sale, carried at fair value	10,089		10,089		$ 11,689
State tax credits held for sale, at fair value | Recurring basis | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized gains relating to assets still held at the reporting date	$ 124	$ (146)	$ (186)	$ 58
LIBOR | LIBOR Swap Curve [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate basis spread on variable rate	205.00%		205.00%
LIBOR Swap Curve [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate basis point spread			205

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Investments (Tables)

9 Months Ended

Sep. 30, 2015

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale and Held-to-Maturity Securities Reconciliation

The following table presents the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity:

	September 30, 2015
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	99,015	$	1,298	$	—		$	100,313
Obligations of states and political subdivisions	40,740		1,219		(380		)	41,579
Agency mortgage-backed securities	325,417		3,983		(796		)	328,604
Total securities available for sale	$	465,172	$	6,500	$	(1,176	)	$	470,496
Held to maturity securities:
Obligations of states and political subdivisions	$	14,848	$	7	$	(212	)	$	14,643
Agency mortgage-backed securities	29,327		131		—			29,458
Total securities held to maturity	$	44,175	$	138	$	(212	)	$	44,101

Schedule of Available-for-sale and Held-to-Maturity Securities Reconciliation

The following table presents the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and held to maturity:

	September 30, 2015
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Obligations of U.S. Government-sponsored enterprises	$	99,015	$	1,298	$	—		$	100,313
Obligations of states and political subdivisions	40,740		1,219		(380		)	41,579
Agency mortgage-backed securities	325,417		3,983		(796		)	328,604
Total securities available for sale	$	465,172	$	6,500	$	(1,176	)	$	470,496
Held to maturity securities:
Obligations of states and political subdivisions	$	14,848	$	7	$	(212	)	$	14,643
Agency mortgage-backed securities	29,327		131		—			29,458
Total securities held to maturity	$	44,175	$	138	$	(212	)	$	44,101

Investments Classified by Contractual Maturity Date

The amortized cost and estimated fair value of debt securities at September 30, 2015, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximately 4 years.

	Available for sale				Held to maturity
(in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,091	$	3,115	$	—	$	—
Due after one year through five years	115,027		116,882		2,662		2,648
Due after five years through ten years	16,987		17,524		10,319		10,158
Due after ten years	4,650		4,371		1,867		1,837
Mortgage-backed securities	325,417		328,604		29,327		29,458
	$	465,172	$	470,496	$	44,175	$	44,101

Schedule of Unrealized Loss on Investments

The following table represents a summary of investment securities that had an unrealized loss:

	September 30, 2015
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—
Obligations of states and political subdivisions	15,757		249		3,563		343		19,320		592
Agency mortgage-backed securities	58,913		273		21,138		523		80,051		796
	$	74,670	$	522	$	24,701	$	866	$	99,371	$	1,388
	December 31, 2014
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government-sponsored enterprises	$	5,399	$	10	$	24,852	$	143	$	30,251	$	153
Obligations of states and political subdivisions	16,827		343		5,349		398		22,176		741
Agency mortgage-backed securities	26,367		56		97,054		1,527		123,421		1,583
	$	48,593	$	409	$	127,255	$	2,068	$	175,848	$	2,477

Schedule of Realized Gain (Loss)

The gross gains and gross losses realized from sales of available for sale investment securities were as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Gross gains realized	$	—	$	—	$	63		$	—
Gross losses realized	—		—		(40		)	—
Proceeds from sales	—		—		41,069			—

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Summary of Financial Instruments Measured at Fair Value on a Recurring Basis

The following table summarizes financial instruments measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	September 30, 2015
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	100,313	$	—	$	100,313
Obligations of states and political subdivisions	—		38,502		3,077		41,579
Residential mortgage-backed securities	—		328,604		—		328,604
Total securities available for sale	$	—	$	467,419	$	3,077	$	470,496
State tax credits held for sale	—		—		10,089		10,089
Derivative financial instruments	—		1,749		—		1,749
Total assets	$	—	$	469,168	$	13,166	$	482,334
Liabilities
Derivative financial instruments	$	—	$	1,749	$	—	$	1,749
Total liabilities	$	—	$	1,749	$	—	$	1,749

	December 31, 2014
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets
Securities available for sale
Obligations of U.S. Government-sponsored enterprises	$	—	$	91,826	$	—	$	91,826
Obligations of states and political subdivisions	—		31,822		3,059		34,881
Residential mortgage-backed securities	—		273,439		—		273,439
Total securities available for sale	$	—	$	397,087	$	3,059	$	400,146
State tax credits held for sale	—		—		11,689		11,689
Derivative financial instruments	—		909		—		909
Total assets	$	—	$	397,996	$	14,748	$	412,744
Liabilities
Derivative financial instruments	$	—	$	907	$	—	$	907
Total liabilities	$	—	$	907	$	—	$	907

Schedule of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the changes in Level 3 financial instruments measured at fair value on a recurring basis as of September 30, 2015 and 2014.

• Purchases, sales, issuances and settlements. There were no Level 3 purchases during the quarter ended September 30, 2015 or 2014.

• Transfers in and/or out of Level 3. There were no Level 3 transfers during the quarter ended September 30, 2015 and 2014.

	Securities available for sale, at fair value
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015		2014
Beginning balance	$	3,070	$	3,051	$	3,059	$	3,040
Total gains:
Included in other comprehensive income	7		3		18		14
Purchases, sales, issuances and settlements:
Purchases	—		—		—		—
Transfer in and/or out of Level 3	—		—		—		—
Ending balance	$	3,077	$	3,054	$	3,077	$	3,054
Change in unrealized gains relating to assets still held at the reporting date	$	7	$	3	$	18	$	14

	State tax credits held for sale
	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2015		2014		2015			2014
Beginning balance	$	9,965	$	14,985	$	11,689		$	16,491
Total gains:
Included in earnings	124		146		318			407
Purchases, sales, issuances and settlements:
Sales	—		—		(1,918		)	(1,767		)
Ending balance	$	10,089	$	15,131	$	10,089		$	15,131
Change in unrealized gains (losses) relating to assets still held at the reporting date	$	124	$	146	$	(186	)	$	(58	)

Summary of Financial Instruments and Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

The following table presents financial instruments and non-financial assets measured at fair value on a non-recurring basis as of September 30, 2015.

	(1)		(1)		(1)		(1)
(in thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total losses for the three months ended September 30, 2015		Total losses for the nine months ended September 30, 2015
Impaired loans	$	2,427	$	—	$	—	$	2,427	$	821	$	5,985
Other real estate	890		—		—		890		1		83
Total	$	3,317	$	—	$	—	$	3,317	$	822	$	6,068

(1) The amounts represent only balances measured at fair value during the period and still held as of the reporting date.

Summary of Carrying Amount and Fair Values of Financial Instruments Reported on the Balance Sheets

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments on the consolidated balance sheets at September 30, 2015 and December 31, 2014.

	September 30, 2015				December 31, 2014
(in thousands)	Carrying Amount		Estimated fair value		Carrying Amount		Estimated fair value
Balance sheet assets
Cash and due from banks	$	46,775	$	46,775	$	42,903	$	42,903
Federal funds sold	45		45		35		35
Interest-bearing deposits	81,070		81,070		63,058		63,058
Securities available for sale	470,496		470,496		400,146		400,146
Securities held to maturity	44,175		44,101		45,985		45,795
Other investments, at cost	15,906		15,906		17,037		17,037
Loans held for sale	4,275		4,275		4,033		4,033
Derivative financial instruments	1,749		1,749		909		909
Portfolio loans, net	2,642,302		2,635,556		2,487,424		2,482,700
State tax credits, held for sale	48,207		53,767		38,309		42,970
Accrued interest receivable	8,660		8,660		7,956		7,956
Balance sheet liabilities
Deposits	2,813,963		2,816,039		2,491,510		2,494,624
Subordinated debentures	56,807		34,463		56,807		34,124
Federal Home Loan Bank advances	75,000		74,998		144,000		144,000
Other borrowings	194,684		194,671		239,883		239,950
Derivative financial instruments	1,749		1,749		907		907
Accrued interest payable	780		780		843		843

Schedule of Estimated Fair Values of Financial Instruments Not Recorded at Fair Value on Balance Sheet

The following table presents the level in the fair value hierarchy for the estimated fair values of only the Company’s financial instruments that are not already presented on the condensed consolidated balance sheets at fair value at September 30, 2015, and December 31, 2014.

	Estimated Fair Value Measurement at Reporting Date Using						Balance at September 30, 2015
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	44,101	$	—	$	44,101
Portfolio loans, net	—		—		2,635,556		2,635,556
State tax credits, held for sale	—		—		43,678		43,678
Financial Liabilities:
Deposits	2,357,367		—		458,672		2,816,039
Subordinated debentures	—		34,463		—		34,463
Federal Home Loan Bank advances	—		74,998		—		74,998
Other borrowings	—		194,671		—		194,671
	Estimated Fair Value Measurement at Reporting Date Using						Balance at December 31, 2014
(in thousands)	Level 1		Level 2		Level 3
Financial Assets:
Securities held to maturity	$	—	$	45,795	$	—	$	45,795
Portfolio loans, net	—		—		2,482,700		2,482,700
State tax credits, held for sale	—		—		31,281		31,281
Financial Liabilities:
Deposits	1,986,158		—		508,466		2,494,624
Subordinated debentures	—		34,124		—		34,124
Federal Home Loan Bank advances	—		144,000		—		144,000
Other borrowings	—		239,950		—		239,950

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Commitments (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Schedule of Commitments [Line Items]
Unadvanced commitments on impaired loans	$ 300	$ 200
Commitments to extend credit
Schedule of Commitments [Line Items]
Off-balance sheet financial instruments, contractual amounts	1,099,224	947,424
Standby letters of credit
Schedule of Commitments [Line Items]
Off-balance sheet financial instruments, contractual amounts	$ 51,701	50,108
Standby letters of credit | Maximum
Schedule of Commitments [Line Items]
Remaining term	2 years 5 months
Standby letters of credit | Minimum
Schedule of Commitments [Line Items]
Remaining term	1 month
Unadvanced Commitment on Impaired Loan
Schedule of Commitments [Line Items]
Estimated losses attributable to unadvanced commitments on impaired loans	$ 200	200
Fixed Rate Loan Commitment | Commitments to extend credit
Schedule of Commitments [Line Items]
Off-balance sheet financial instruments, contractual amounts	$ 101,400	$ 65,900

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Portfolio Loans - Summary of Aging of Recorded Investment in Past Due Portfolio Loans by Portfolio Class and Category (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment, Past Due [Line Items]
Portfolio loans, including unearned loan costs	$ 2,602,156	$ 2,433,916
Non-Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	6,210	4,964
90 or More Days Past Due	6,507	7,702
Total Past Due	12,717	12,666
Current	2,589,439	2,421,250
Total	2,601,180	2,433,021
Portfolio loans, including unearned loan costs	2,602,156	2,433,916
Non-Covered Loans | Commercial and industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	5,472	3,059
90 or More Days Past Due	1,043	232
Total Past Due	6,515	3,291
Current	1,364,580	1,266,968
Total	1,371,095	1,270,259
Non-Covered Loans | CRE - owner occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	766
90 or More Days Past Due	85	496
Total Past Due	85	1,262
Current	354,093	356,241
Total	354,178	357,503
Non-Covered Loans | Commercial Real Estate Investor Owned
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	577	261
90 or More Days Past Due	2,382	4,450
Total Past Due	2,959	4,711
Current	421,131	408,315
Total	424,090	413,026
Non-Covered Loans | Construction and land development
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	148	702
90 or More Days Past Due	2,283	2,524
Total Past Due	2,431	3,226
Current	150,548	141,547
Total	152,979	144,773
Non-Covered Loans | Residential real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	13	168
90 or More Days Past Due	714	0
Total Past Due	727	168
Current	188,258	185,084
Total	188,985	185,252
Non-Covered Loans | Consumer and other
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	0	8
90 or More Days Past Due	0	0
Total Past Due	0	8
Current	110,829	63,095
Total	109,853	62,208
Portfolio loans, including unearned loan costs	$ 110,829	$ 63,103

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 9,709	$ 8,198	$ 27,771	$ 21,206
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities arising during the period, net of income tax expense/benefit for three months of $1,070 and $(505), and for nine months of $793 and $2,574, respectively	1,724	(812)	1,306	4,147
Less: Reclassification adjustment for realized gains on sale of securities available for sale included in net income, net of income tax expense for three months of $0, and $0, and for nine months of $9 and $0, respectively	0	0	(14)	0
Total other comprehensive income (loss)	1,724	(812)	1,292	4,147
Total comprehensive income	$ 11,433	$ 7,386	$ 29,063	$ 25,353

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used by Enterprise Financial Services Corp (the "Company" or "Enterprise") in the preparation of the condensed consolidated financial statements are summarized below:

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate customers located in the St. Louis, Kansas City and Phoenix metropolitan markets through its banking subsidiary, Enterprise Bank & Trust (the "Bank").

Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Basis of Financial Statement Presentation

The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share
Net income as reported	$ 9,709	$ 8,198	$ 27,771	$ 21,206
Impact of assumed conversions
Interest on 9% convertible trust preferred securities, net of income tax	0	0	0	66
Net income available to common shareholders and assumed conversions	$ 9,709	$ 8,198	$ 27,771	$ 21,272
Weighted average common shares outstanding (in shares)	19,995,000	19,838,000	19,970,000	19,729,000
Incremental shares from assumed conversions of convertible trust preferred securities (in shares)	0	0	0	76,000
Additional dilutive common stock equivalents (in shares)	266,000	142,000	266,000	165,000
Weighted average diluted common shares outstanding (in shares)	20,261,000	19,980,000	20,236,000	19,970,000
Basic earnings per common share (in dollars per share)	$ 0.49	$ 0.41	$ 1.39	$ 1.07
Diluted earnings per common share (in dollars per share)	$ 0.48	$ 0.41	$ 1.37	$ 1.07
Common stock equivalents excluded from earnings per share calculations due to anti-dilutive effect (in shares)	80,220	289,286	88,040	289,407
Convertible Debt Securities
Debt Instrument, Interest Rate, Stated Percentage [Abstract]
Convertible trust preferred securities, interest rate, stated percentage	9.00%	9.00%	9.00%	9.00%

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Portfolio Loans - Narrative (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) loan	Sep. 30, 2014 loan	Dec. 31, 2014 USD ($) loan
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of loans over 90 days past due and still accruing interest | loan	0		0
Unadvanced commitments on impaired loans	$ 300,000		$ 200,000
Specific reserves on restructured loans	$ 0
Financing Receivable, Modifications, Subsequent Default, Number of Contracts | loan	0	0
Unadvanced Commitment on Impaired Loan
Accounts, Notes, Loans and Financing Receivable [Line Items]
Estimated losses attributable to unadvanced commitments on impaired loans	$ 200,000		200,000
Non-Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	2,601,180,000		2,433,021,000
Non-Covered Loans | Consumer and other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 109,853,000		$ 62,208,000

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Summary of Per Common Share Data and Amounts

The following table presents a summary of per common share data and amounts for the periods indicated.

	Three months ended September 30,				Nine months ended September 30,
(in thousands, except per share data)	2015		2014		2015		2014
Net income as reported	$	9,709	$	8,198	$	27,771	$	21,206
Impact of assumed conversions
Interest on 9% convertible trust preferred securities, net of income tax	—		—		—		66
Net income available to common shareholders and assumed conversions	$	9,709	$	8,198	$	27,771	$	21,272
Weighted average common shares outstanding	19,995		19,838		19,970		19,729
Incremental shares from assumed conversions of convertible trust preferred securities	—		—		—		76
Additional dilutive common stock equivalents	266		142		266		165
Weighted average diluted common shares outstanding	$	20,261	$	19,980	$	20,236	$	19,970
Basic earnings per common share:	$	0.49	$	0.41	$	1.39	$	1.07
Diluted earnings per common share:	$	0.48	$	0.41	$	1.37	$	1.07