Note 12 - Regulatory Matters

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Regulatory Capital Requirements under Banking Regulations [Text Block]

12. REGULATORY MATTERS

We are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on our financial statements.

The prompt corrective action regulations provide

five

classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are

not

used to represent overall financial condition. If an institution is

not

well capitalized, regulatory approval is required to accept brokered deposits. Subject to limited exceptions,

no

institution

may

make a capital distribution if, after making the distribution, it would be undercapitalized. If an institution is undercapitalized, it is subject to close monitoring by its principal federal regulator, its asset growth and expansion are restricted, and plans for capital restoration are required. In addition, further specific types of restrictions

may

be imposed on the institution at the discretion of the federal regulator. At

September 30, 2018

and

December 31, 2017,

our bank was in the well capitalized category under the regulatory framework for prompt corrective action. There are

no

conditions or events since

September 30, 2018

that we believe have changed our bank’s categorization.

Our actual capital levels (dollars in thousands) and the minimum levels required to be categorized as adequately and well capitalized were:

	Actual					Minimum Required for Capital Adequacy Purposes					Minimum Required to be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2018
Total capital (to risk weighted assets)
Consolidated	$	404,521		13.1	%	$	248,013		8.0	%		NA		NA
Bank		396,382		12.8			247,819		8.0			309,774		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		382,829		12.4			186,010		6.0			NA		NA
Bank		374,690		12.1			185,865		6.0			247,819		8.0
Common equity tier 1 (to risk weighted assets)
Consolidated		338,874		10.9			139,508		4.5			NA		NA
Bank		374,690		12.1			139,399		4.5			201,353		6.5
Tier 1 capital (to average assets)
Consolidated		382,829		11.8			130,188		4.0			NA		NA
Bank		374,690		11.5			130,125		4.0			162,656		5.0
December 31, 2017
Total capital (to risk weighted assets)
Consolidated	$	379,417		12.9	%	$	235,723		8.0	%	$	NA		NA
Bank		371,346		12.6			235,515		8.0			294,393		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		359,915		12.2			176,792		6.0			NA		NA
Bank		351,844		12.0			176,636		6.0			235,515		8.0
Common equity tier 1 (to risk weighted assets)
Consolidated		316,472		10.7			132,594		4.5			NA		NA
Bank		351,844		12.0			132,477		4.5			191,356		6.5
Tier 1 capital (to average assets)
Consolidated		359,915		11.3			127,782		4.0			NA		NA
Bank		351,844		11.0			127,698		4.0			159,623		5.0

Our consolidated capital levels as of

September 30, 2018

and

December 31, 2017

include

$44.0

million and

$43.4

million, respectively, of trust preferred securities, subject to certain limitations. Under applicable Federal Reserve guidelines, the trust preferred securities constitute a restricted core capital element. The guidelines provide that the aggregate amount of restricted core elements that

may

be included in our Tier

1

capital must

not

exceed

25%

of the sum of all core capital elements, including restricted core capital elements, net of goodwill less any associated deferred tax liability. Our ability to include the trust preferred securities in Tier

1

capital in accordance with the guidelines is

not

affected by the provision of the Dodd-Frank Act generally restricting such treatment, because (i) the trust preferred securities were issued before

May 19, 2010,

and (ii) our total consolidated assets as of

December 31, 2009

were less than

$15.0

billion. As of

September 30, 2018

and

December 31, 2017,

all

$44.0

million and

$43.4

million, respectively, of the trust preferred securities were included in our consolidated Tier

1

capital.

Under the final BASEL III capital rules that became effective on

January 1, 2015,

there is a requirement for a common equity Tier

1

capital conservation buffer of

2.5%

of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do

not

meet this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in cash dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement is being phased in over

three

years beginning in

2016.

The capital buffer requirement effectively raises the minimum required common equity Tier

1

capital ratio to

7.0%,

the Tier

1

capital ratio to

8.5%

and the total capital ratio to

10.5%

on a fully phased-in basis on

January 1, 2019.

We believe that, as of

September 30, 2018,

our bank would meet all capital adequacy requirements under the BASEL III capital rules on a fully phased-in basis as if all such requirements were currently in effect.

Our and our bank’s ability to pay cash and stock dividends is subject to limitations under various laws and regulations and to prudent and sound banking practices. On

January 11, 2018,

our Board of Directors declared a cash dividend on our common stock in the amount of

$0.22

per share that was paid on

March 21, 2018

to shareholders of record as of

March 9, 2018.

On

April 12, 2018,

our Board of Directors declared a cash dividend on our common stock in the amount of

$0.22

per share that was paid on

June 20, 2018

to shareholders of record as of

June 8, 2018.

On

July 12, 2018,

our Board of Directors declared a cash dividend on our common stock in the amount of

$0.24

per share that was paid on

September 19, 2018

to shareholders of record as of

September 7, 2018.

On

October 11, 2018,

our Board of Directors declared a cash dividend on our common stock in the amount of

$0.25

per share that will be paid on

December 19, 2018

to shareholders of record as of

December 7, 2018.

Also on

October 11, 2018,

our Board of Directors declared a special cash dividend on our common stock in the amount of

$0.75

per share that will be paid on

December 19, 2018

to shareholders of record as of

December 7, 2018.

To provide the necessary funds, on the same day our bank Board of Directors declared and paid a special cash dividend to us, which on a pro forma basis reduces our bank’s total risk-based capital ratio by about

40

basis points as of

September 30, 2018.

On

January 30, 2015,

we announced that our Board of Directors had authorized a new program to repurchase up to

$20.0

million of our common stock from time to time in open market transactions at prevailing market prices or by other means in accordance with applicable regulations. On

April 19, 2016,

we announced a

$15.0

million expansion of the stock repurchase plan. Since inception, we have purchased a total of

956,419

shares at a total price of

$19.5

million, at an average price per share of

$20.38;

no

shares were purchased under the authorized plan during the

first

nine

months of

2018.

The stock buybacks have been funded from cash dividends paid to us from our bank. Additional repurchases

may

be made in future periods under the authorized plan, which would also likely be funded from cash dividends paid to us from our bank.