( X ) |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|
OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Quarterly Period Ended March 31, 2013
|
|
OR | |
( ) | 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 0-25923
|
|
Eagle Bancorp, Inc.
|
|
(Exact name of registrant as specified in its charter)
|
Maryland | 52-2061461 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
7815 Woodmont Avenue, Bethesda, Maryland |
20814
|
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o
|
Accelerated filer x
|
Non-accelerated filer o
|
Smaller Reporting Company o
|
PART I.
|
FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements (Unaudited)
|
3 | |
Consolidated Balance Sheets
|
3 | ||
Consolidated Statements of Operations
|
4 | ||
Consolidated Statements of Comprehensive Income | 5 | ||
Consolidated Statements of Changes in Shareholders’ Equity
|
6 | ||
Consolidated Statements of Cash Flows
|
7 | ||
Notes to Consolidated Financial Statements
|
8 | ||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
33 | |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
58 | |
Item 4.
|
Controls and Procedures
|
58 | |
PART II.
|
OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
59 | |
Item 1A.
|
Risk Factors
|
||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
59 | |
Item 3.
|
Defaults Upon Senior Securities
|
59 | |
Item 4.
|
Mine Safety Disclosures
|
59 | |
Item 5.
|
Other Information
|
59 | |
Item 6.
|
Exhibits
|
59 | |
Signatures
|
61 |
Assets
|
March 31, 2013
|
December 31, 2012
|
March 31, 2012
|
|||||||||
Cash and due from banks
|
$ | 7,123 | $ | 7,439 | $ | 5,838 | ||||||
Federal funds sold
|
5,811 | 7,852 | 18,990 | |||||||||
Interest bearing deposits with banks and other short-term investments
|
257,957 | 324,043 | 117,326 | |||||||||
Investment securities available for sale, at fair value
|
318,431 | 299,820 | 345,021 | |||||||||
Federal Reserve and Federal Home Loan Bank stock
|
11,154 | 10,694 | 11,374 | |||||||||
Loans held for sale
|
132,698 | 226,923 | 87,496 | |||||||||
Loans
|
2,548,024 | 2,493,095 | 2,186,940 | |||||||||
Less allowance for credit losses
|
(38,811 | ) | (37,492 | ) | (31,875 | ) | ||||||
Loans, net
|
2,509,213 | 2,455,603 | 2,155,065 | |||||||||
Premises and equipment, net
|
16,094 | 15,261 | 12,864 | |||||||||
Deferred income taxes
|
20,661 | 19,128 | 14,658 | |||||||||
Bank owned life insurance
|
14,229 | 14,135 | 13,839 | |||||||||
Intangible assets, net
|
3,659 | 3,785 | 4,066 | |||||||||
Other real estate owned
|
9,199 | 5,299 | 3,014 | |||||||||
Other assets
|
18,636 | 19,459 | 25,998 | |||||||||
Total Assets
|
$ | 3,324,865 | $ | 3,409,441 | $ | 2,815,549 | ||||||
Liabilities and Shareholders' Equity
|
||||||||||||
Liabilities
|
||||||||||||
Deposits:
|
||||||||||||
Noninterest bearing demand
|
$ | 756,177 | $ | 881,390 | $ | 698,636 | ||||||
Interest bearing transaction
|
99,187 | 113,813 | 75,751 | |||||||||
Savings and money market
|
1,456,318 | 1,374,869 | 1,084,622 | |||||||||
Time, $100,000 or more
|
216,337 | 232,875 | 293,570 | |||||||||
Other time
|
284,911 | 294,275 | 215,656 | |||||||||
Total deposits
|
2,812,930 | 2,897,222 | 2,368,235 | |||||||||
Customer repurchase agreements
|
92,664 | 101,338 | 111,580 | |||||||||
Long-term borrowings
|
39,300 | 39,300 | 49,300 | |||||||||
Other liabilities
|
18,119 | 21,605 | 10,426 | |||||||||
Total Liabilities
|
2,963,013 | 3,059,465 | 2,539,541 | |||||||||
Shareholders' Equity
|
||||||||||||
Preferred stock, par value $.01 per share, shares authorized 1,000,000, Series B, $1,000 per share liquidation preference, shares issued and outstanding 56,600 at March 31, 2013, December 31, 2012 and March 31, 2012.
|
56,600 | 56,600 | 56,600 | |||||||||
Common stock, par value $.01 per share; shares authorized 50,000,000, shares issued and outstanding 23,389,238, 22,954,889 and 20,220,166, respectively
|
228 | 226 | 199 | |||||||||
Warrant
|
946 | 946 | 946 | |||||||||
Additional paid in capital
|
181,993 | 180,593 | 134,455 | |||||||||
Retained earnings
|
117,577 | 106,146 | 78,911 | |||||||||
Accumulated other comprehensive income
|
4,508 | 5,465 | 4,897 | |||||||||
Total Shareholders' Equity
|
361,852 | 349,976 | 276,008 | |||||||||
Total Liabilities and Shareholders' Equity
|
$ | 3,324,865 | $ | 3,409,441 | $ | 2,815,549 |
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Interest Income
|
||||||||
Interest and fees on loans
|
$ | 36,024 | $ | 30,723 | ||||
Interest and dividends on investment securities
|
1,696 | 1,694 | ||||||
Interest on balances with other banks and short-term investments
|
209 | 137 | ||||||
Interest on federal funds sold
|
4 | 14 | ||||||
Total interest income
|
37,933 | 32,568 | ||||||
Interest Expense
|
||||||||
Interest on deposits
|
2,940 | 3,468 | ||||||
Interest on customer repurchase agreements
|
69 | 96 | ||||||
Interest on long-term borrowings
|
415 | 534 | ||||||
Total interest expense
|
3,424 | 4,098 | ||||||
Net Interest Income
|
34,509 | 28,470 | ||||||
Provision for Credit Losses
|
3,365 | 3,970 | ||||||
Net Interest Income After Provision For Credit Losses
|
31,144 | 24,500 | ||||||
Noninterest Income
|
||||||||
Service charges on deposits
|
1,285 | 979 | ||||||
Gain on sale of loans
|
5,649 | 4,139 | ||||||
Gain on sale of investment securities
|
23 | 153 | ||||||
Increase in the cash surrender value of bank owned life insurance
|
94 | 97 | ||||||
Other income
|
1,060 | 644 | ||||||
Total noninterest income
|
8,111 | 6,012 | ||||||
Noninterest Expense
|
||||||||
Salaries and employee benefits
|
11,200 | 10,424 | ||||||
Premises and equipment expenses
|
2,800 | 2,510 | ||||||
Marketing and advertising
|
347 | 286 | ||||||
Data processing
|
1,539 | 1,256 | ||||||
Legal, accounting and professional fees
|
893 | 1,101 | ||||||
FDIC insurance
|
582 | 489 | ||||||
Other expenses
|
3,336 | 2,496 | ||||||
Total noninterest expense
|
20,697 | 18,562 | ||||||
Income Before Income Tax Expense
|
18,558 | 11,950 | ||||||
Income Tax Expense
|
6,986 | 4,317 | ||||||
Net Income
|
11,572 | 7,633 | ||||||
Preferred Stock Dividends
|
141 | 141 | ||||||
Net Income Available to Common Shareholders
|
$ | 11,431 | $ | 7,492 | ||||
Earnings Per Common Share
|
||||||||
Basic
|
$ | 0.49 | $ | 0.37 | ||||
Diluted
|
$ | 0.48 | $ | 0.36 |
Three Months Ended March, 31 | ||||||||
2013
|
2012
|
|||||||
Net Income
|
$ | 11,572 | $ | 7,633 | ||||
Other comprehensive income, net of tax:
|
||||||||
Net unrealized (loss) gain on securities available for sale
|
(944 | ) | 114 | |||||
Reclassification adjustment for net gains included in net income
|
(13 | ) | (92 | ) | ||||
Net change in unrealized (loss) gains on securities
|
(957 | ) | 22 | |||||
Comprehensive Income
|
$ | 10,615 | $ | 7,655 |
Preferred
Stock |
Common
Stock |
Warrant
|
Additional Paid
in Capital |
Retained
Earnings |
Accumulated
Other |
Total
Shareholders' |
||||||||||||||||||||||
Balance January 1, 2013
|
$ | 56,600 | $ | 226 | $ | 946 | $ | 180,593 | $ | 106,146 | $ | 5,465 | $ | 349,976 | ||||||||||||||
Net Income
|
- | - | - | - | 11,572 | - | 11,572 | |||||||||||||||||||||
Net change in other comprehensive income
|
- | - | - | - | - | (957 | ) | (957 | ) | |||||||||||||||||||
Stock-based compensation
|
- | - | - | 710 | - | - | 710 | |||||||||||||||||||||
Common stock issued 427,704 shares under equity compensation plans
|
- | 2 | - | 467 | - | - | 469 | |||||||||||||||||||||
Tax benefit on non-qualified options exercised
|
- | - | - | 134 | - | - | 134 | |||||||||||||||||||||
Employee stock purchase plan 6,645 shares
|
- | - | - | 89 | - | - | 89 | |||||||||||||||||||||
Preferred stock:
|
||||||||||||||||||||||||||||
Preferred stock dividends
|
- | - | - | - | (141 | ) | - | (141 | ) | |||||||||||||||||||
Balance March 31, 2013
|
$ | 56,600 | $ | 228 | $ | 946 | $ | 181,993 | $ | 117,577 | $ | 4,508 | $ | 361,852 | ||||||||||||||
Balance January 1, 2012
|
$ | 56,600 | $ | 197 | $ | 946 | $ | 132,670 | $ | 71,423 | $ | 4,875 | $ | 266,711 | ||||||||||||||
Net Income
|
- | - | - | - | 7,633 | - | 7,633 | |||||||||||||||||||||
Net change in other comprehensive income
|
- | - | - | - | - | 22 | 22 | |||||||||||||||||||||
Stock-based compensation
|
- | - | - | 1,187 | (1 | ) | - | 1,186 | ||||||||||||||||||||
Common stock issued 284,748 shares under equity compensation plans
|
- | 2 | - | 435 | (1 | ) | - | 436 | ||||||||||||||||||||
Tax benefit on non-qualified options exercised
|
- | - | - | 19 | (2 | ) | - | 17 | ||||||||||||||||||||
Employee stock purchase plan 9,516 shares
|
- | - | - | 144 | - | - | 144 | |||||||||||||||||||||
Preferred stock:
|
||||||||||||||||||||||||||||
Preferred stock dividends
|
- | - | - | - | (141 | ) | - | (141 | ) | |||||||||||||||||||
Balance March 31, 2012
|
$ | 56,600 | $ | 199 | $ | 946 | $ | 134,455 | $ | 78,911 | $ | 4,897 | $ | 276,008 |
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net Income
|
$ | 11,572 | $ | 7,633 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Provision for credit losses
|
3,365 | 3,970 | ||||||
Depreciation and amortization
|
1,054 | 761 | ||||||
Gains on sale of loans
|
(5,649 | ) | (4,139 | ) | ||||
Securities premium amortization (discount accretion), net
|
1,011 | 1,288 | ||||||
Origination of loans held for sale
|
(387,351 | ) | (278,308 | ) | ||||
Proceeds from sale of loans held for sale
|
487,225 | 371,777 | ||||||
Net increase in cash surrender value of BOLI
|
(94 | ) | (97 | ) | ||||
Increase in deferred income taxes
|
(1,533 | ) | (15 | ) | ||||
Net loss on sale of other real estate owned
|
- | 61 | ||||||
Net gain on sale of investment securities
|
(23 | ) | (153 | ) | ||||
Stock-based compensation expense
|
710 | 1,186 | ||||||
Excess tax benefit from stock-based compensation
|
(134 | ) | (17 | ) | ||||
Decrease (increase) in other assets
|
823 | (2,743 | ) | |||||
Increase in other liabilities
|
(3,486 | ) | (9,362 | ) | ||||
Net cash provided by operating activities
|
107,490 | 91,842 | ||||||
Cash Flows From Investing Activities:
|
||||||||
Increase (decrease) in interest bearing deposits with other banks and short-term investments
|
94 | (131 | ) | |||||
Purchases of available for sale investment securities
|
(54,783 | ) | (56,763 | ) | ||||
Proceeds from maturities of available for sale securities
|
12,079 | 10,520 | ||||||
Proceeds from sale/call of available for sale securities
|
22,148 | 13,920 | ||||||
Purchases of Federal Reserve and Federal Home Loan Bank stock
|
(613 | ) | (1,133 | ) | ||||
Proceeds from redemption of federal reserve and federal home loan bank stock
|
153 | - | ||||||
Net increase in loans
|
(60,707 | ) | (132,432 | ) | ||||
Proceeds from sale of other real estate owned
|
- | 338 | ||||||
Bank premises and equipment acquired
|
(1,792 | ) | (1,232 | ) | ||||
Net cash used in investing activities
|
(83,421 | ) | (166,913 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Increase in deposits
|
(84,387 | ) | (23,860 | ) | ||||
(Decrease) increase in customer repurchase agreements
|
(8,674 | ) | 8,218 | |||||
Payment of dividends on preferred stock
|
(141 | ) | (141 | ) | ||||
Proceeds from exercise of stock options
|
467 | 436 | ||||||
Excess tax benefit from stock-based compensation
|
134 | 17 | ||||||
Proceeds from employee stock purchase plan
|
89 | 144 | ||||||
Net cash used in financing activities
|
(92,512 | ) | (15,186 | ) | ||||
Net Decrease In Cash and Cash Equivalents
|
(68,443 | ) | (90,257 | ) | ||||
Cash and Cash Equivalents at Beginning of Period
|
339,334 | 232,411 | ||||||
Cash and Cash Equivalents at End of Period
|
$ | 270,891 | $ | 142,154 | ||||
Supplemental Cash Flows Information:
|
||||||||
Interest paid
|
$ | 3,775 | $ | 4,622 | ||||
Income taxes paid
|
$ | 5,875 | $ | 5,950 | ||||
Non-Cash Investing Activities
|
||||||||
Transfers from loans to other real estate owned
|
$ | 3,900 | $ | 365 |
March 31, 2013
(dollars in thousands)
|
Amortized
Cost |
Gross
Unrealized |
Gross
Unrealized |
Estimated
Fair |
||||||||||||
U. S. Government agency securities
|
$ | 38,902 | $ | 1,229 | $ | 7 | $ | 40,124 | ||||||||
Residential mortgage backed securities
|
189,601 | 2,514 | 537 | 191,578 | ||||||||||||
Municipal bonds
|
82,007 | 4,687 | 314 | 86,380 | ||||||||||||
Other equity investments
|
407 | - | 58 | 349 | ||||||||||||
$ | 310,917 | $ | 8,430 | $ | 916 | $ | 318,431 |
December 31, 2012
(dollars in thousands) |
Amortized
Cost |
Gross
Unrealized |
Gross
Unrealized |
Estimated
Fair |
||||||||||||
U. S. Government agency securities
|
$ | 47,606 | $ | 1,477 | $ | 1 | $ | 49,082 | ||||||||
Residential mortgage backed securities
|
170,649 | 2,730 | 296 | 173,083 | ||||||||||||
Municipal bonds
|
72,050 | 5,314 | 51 | 77,313 | ||||||||||||
Other equity investments
|
407 | - | 65 | 342 | ||||||||||||
$ | 290,712 | $ | 9,521 | $ | 413 | $ | 299,820 |
Less than
12 Months |
12 Months
or Greater |
Total
|
||||||||||||||||||||||
March 31, 2013
(dollars in thousands)
|
Estimated
Fair |
Unrealized
Losses |
Estimated
Fair |
Unrealized
Losses |
Estimated
Fair |
Unrealized
Losses |
||||||||||||||||||
U. S. Government agency securities
|
$ | 2,999 | $ | 7 | $ | - | $ | - | $ | 2,999 | $ | 7 | ||||||||||||
Residential mortgage backed securities
|
44,992 | 537 | 2,743 | - | 47,735 | 537 | ||||||||||||||||||
Municipal bonds
|
3,964 | 312 | - | 2 | 3,964 | 314 | ||||||||||||||||||
Other equity investments
|
- | - | 120 | 58 | 120 | 58 | ||||||||||||||||||
$ | 51,955 | $ | 856 | $ | 2,863 | $ | 60 | $ | 54,818 | $ | 916 |
Less than
12 Months |
12 Months
or Greater |
Total
|
||||||||||||||||||||||
December 31, 2012
(dollars in thousands) |
Estimated
Fair |
Unrealized
Losses |
Estimated
Fair |
Unrealized
Losses |
Estimated
Fair |
Unrealized
Losses |
||||||||||||||||||
U. S. Government agency securities
|
$ | 2,999 | $ | 1 | $ | - | $ | - | $ | 2,999 | $ | 1 | ||||||||||||
Residential mortgage backed securities
|
44,992 | 263 | 2,743 | 33 | 47,735 | 296 | ||||||||||||||||||
Municipal bonds
|
3,964 | 51 | - | - | 3,964 | 51 | ||||||||||||||||||
Other equity investments
|
- | - | 112 | 65 | 112 | 65 | ||||||||||||||||||
$ | 51,955 | $ | 315 | $ | 2,855 | $ | 98 | $ | 54,810 | $ | 413 |
March 31, 2013
|
December 31, 2012
|
|||||||||||||||
(dollars in thousands)
|
Amortized
Cost |
Estimated
Fair Value |
Amortized
Cost |
Estimated
Fair Value |
||||||||||||
U. S. Government agency securities maturing:
|
||||||||||||||||
One year or less
|
$ | 3,000 | $ | 2,993 | $ | 5,038 | $ | 5,053 | ||||||||
After one year through five years
|
35,902 | 37,131 | 42,568 | 44,029 | ||||||||||||
Residential mortgage backed securities
|
189,601 | 191,578 | 170,649 | 173,083 | ||||||||||||
Municipal bonds maturing:
|
||||||||||||||||
After one year through five years
|
11,219 | 11,678 | 11,469 | 11,978 | ||||||||||||
Five years through ten years
|
70,788 | 74,702 | 60,581 | 65,335 | ||||||||||||
Other equity investments
|
407 | 349 | 407 | 342 | ||||||||||||
$ | 310,917 | $ | 318,431 | $ | 290,712 | $ | 299,820 |
March 31, 2013
|
December 31, 2012
|
March 31, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||||||
Commercial
|
$ | 579,618 | 23 | % | $ | 545,070 | 22 | % | $ | 492,824 | 23 | % | ||||||||||||
Investment - commercial real estate (1)
|
910,829 | 36 | % | 914,638 | 37 | % | 829,984 | 38 | % | |||||||||||||||
Owner occupied - commercial real estate
|
303,561 | 12 | % | 297,857 | 12 | % | 275,723 | 13 | % | |||||||||||||||
Real estate mortgage - residential
|
69,256 | 3 | % | 61,871 | 3 | % | 43,057 | 2 | % | |||||||||||||||
Construction - commercial and residential (1)
|
538,071 | 21 | % | 533,722 | 21 | % | 417,346 | 19 | % | |||||||||||||||
Construction - C&I (owner occupied) (1)
|
34,002 | 1 | % | 28,808 | 1 | % | 27,412 | 1 | % | |||||||||||||||
Home equity
|
108,570 | 4 | % | 106,844 | 4 | % | 95,437 | 4 | % | |||||||||||||||
Other consumer
|
4,117 | - | 4,285 | - | 5,157 | - | ||||||||||||||||||
Total loans
|
2,548,024 | 100 | % | 2,493,095 | 100 | % | 2,186,940 | 100 | % | |||||||||||||||
Less: Allowance for Credit Losses
|
(38,811 | ) | (37,492 | ) | (31,875 | ) | ||||||||||||||||||
Net loans
|
$ | 2,509,213 | $ | 2,455,603 | $ | 2,155,065 |
(dollars in thousands)
|
Commercial
|
Investment
Commercial |
Owner occupied
Commercial |
Real Estate
Mortgage |
Construction
Commercial and |
Home
Equity |
Other
Consumer |
Total
|
||||||||||||||||||||||||
March 31, 2013
|
||||||||||||||||||||||||||||||||
Allowance for credit losses:
|
||||||||||||||||||||||||||||||||
Balance at beginning of period
|
$ | 9,412 | $ | 9,148 | $ | 2,781 | $ | 659 | $ | 13,391 | $ | 1,730 | $ | 371 | $ | 37,492 | ||||||||||||||||
Loans charged-off
|
(1,184 | ) | (109 | ) | - | - | (719 | ) | (29 | ) | (42 | ) | (2,083 | ) | ||||||||||||||||||
Recoveries of loans previously charged-off
|
26 | - | - | - | 6 | - | 5 | 37 | ||||||||||||||||||||||||
Net loans charged-off
|
(1,158 | ) | (109 | ) | - | - | (713 | ) | (29 | ) | (37 | ) | (2,046 | ) | ||||||||||||||||||
Provision for credit losses
|
2,821 | (32 | ) | 23 | 218 | 267 | 51 | 17 | 3,365 | |||||||||||||||||||||||
Ending balance
|
$ | 11,075 | $ | 9,007 | $ | 2,804 | $ | 877 | $ | 12,945 | $ | 1,752 | $ | 351 | $ | 38,811 | ||||||||||||||||
For the Period Ended March 31, 2013
|
||||||||||||||||||||||||||||||||
Allowance for credit losses:
|
||||||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 2,360 | $ | 818 | $ | 704 | $ | - | $ | 3,358 | $ | 218 | $ | - | $ | 7,458 | ||||||||||||||||
Collectively evaluated for impairment
|
8,715 | 8,189 | 2,100 | 877 | 9,587 | 1,534 | 351 | 31,353 | ||||||||||||||||||||||||
Ending balance
|
$ | 11,075 | $ | 9,007 | $ | 2,804 | $ | 877 | $ | 12,945 | $ | 1,752 | $ | 351 | $ | 38,811 | ||||||||||||||||
March 31, 2012
|
||||||||||||||||||||||||||||||||
Allowance for credit losses:
|
||||||||||||||||||||||||||||||||
Balance at beginning of period
|
$ | 9,609 | $ | 7,304 | $ | 1,898 | $ | 399 | $ | 8,546 | $ | 1,528 | $ | 369 | $ | 29,653 | ||||||||||||||||
Loans charged-off
|
(773 | ) | (291 | ) | - | (300 | ) | (240 | ) | (244 | ) | (5 | ) | (1,853 | ) | |||||||||||||||||
Recoveries of loans previously charged-off
|
7 | 2 | - | - | 94 | 1 | 1 | 105 | ||||||||||||||||||||||||
Net loans charged-off
|
(766 | ) | (289 | ) | - | (300 | ) | (146 | ) | (243 | ) | (4 | ) | (1,748 | ) | |||||||||||||||||
Provision for credit losses
|
(306 | ) | 1,130 | 248 | (99 | ) | 3,260 | 44 | (307 | ) | 3,970 | |||||||||||||||||||||
Ending balance
|
$ | 8,537 | $ | 8,145 | $ | 2,146 | $ | - | $ | 11,660 | $ | 1,329 | $ | 58 | $ | 31,875 | ||||||||||||||||
For the Period Ended March 31, 2012
|
||||||||||||||||||||||||||||||||
Allowance for credit losses:
|
||||||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 1,874 | $ | 829 | $ | 201 | $ | - | $ | 2,899 | $ | 138 | $ | 4 | $ | 5,945 | ||||||||||||||||
Collectively evaluated for impairment
|
6,663 | 7,316 | 1,945 | - | 8,761 | 1,191 | 54 | 25,930 | ||||||||||||||||||||||||
Ending balance
|
$ | 8,537 | $ | 8,145 | $ | 2,146 | $ | - | $ | 11,660 | $ | 1,329 | $ | 58 | $ | 31,875 |
(dollars in thousands)
|
Commercial
|
Investment
Commercial |
Owner occupied
Commercial |
Real Estate
Mortgage |
Construction
Commercial and |
Home
Equity |
Other
Consumer |
Total
|
||||||||||||||||||||||||
March 31, 2013
|
||||||||||||||||||||||||||||||||
Recorded investment in loans:
|
||||||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 14,395 | $ | 5,564 | $ | 6,449 | $ | - | $ | 30,972 | $ | 538 | $ | - | $ | 57,918 | ||||||||||||||||
Collectively evaluated for impairment
|
565,223 | 905,265 | 297,112 | 69,256 | 541,101 | 108,032 | 4,117 | 2,490,106 | ||||||||||||||||||||||||
Ending balance
|
$ | 579,618 | $ | 910,829 | $ | 303,561 | $ | 69,256 | $ | 572,073 | $ | 108,570 | $ | 4,117 | $ | 2,548,024 | ||||||||||||||||
December 31, 2012
|
||||||||||||||||||||||||||||||||
Recorded investment in loans:
|
||||||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 15,177 | $ | 11,401 | $ | 8,723 | $ | - | $ | 36,502 | $ | 510 | $ | 43 | $ | 72,356 | ||||||||||||||||
Collectively evaluated for impairment
|
529,893 | 903,237 | 289,134 | 61,871 | 526,028 | 106,334 | 4,242 | 2,420,739 | ||||||||||||||||||||||||
Ending balance
|
$ | 545,070 | $ | 914,638 | $ | 297,857 | $ | 61,871 | $ | 562,530 | $ | 106,844 | $ | 4,285 | $ | 2,493,095 | ||||||||||||||||
March 31, 2012
|
||||||||||||||||||||||||||||||||
Recorded investment in loans:
|
||||||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 9,395 | $ | 9,880 | $ | 2,895 | $ | - | $ | 24,358 | $ | 512 | $ | 8 | $ | 47,048 | ||||||||||||||||
Collectively evaluated for impairment
|
483,429 | 820,104 | 272,828 | 43,057 | 420,400 | 94,925 | 5,149 | 2,139,892 | ||||||||||||||||||||||||
Ending balance
|
$ | 492,824 | $ | 829,984 | $ | 275,723 | $ | 43,057 | $ | 444,758 | $ | 95,437 | $ | 5,157 | $ | 2,186,940 |
Pass:
|
Loans in all classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass.
|
Watch:
|
Loan paying as agreed with generally acceptable asset quality; however Borrower’s performance has not met expectations. Balance sheet and/or income statement has shown deterioration to the point that the company could not sustain any further setbacks. Credit is expected to be strengthened through improved company performance and/or additional collateral within a reasonable period of time.
|
Special Mention:
|
Loans in the classes that comprise the commercial portfolio segment that have potential weaknesses that deserve management's close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. The special mention credit quality indicator is not used for classes of loans that comprise the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans that are considered special mention.
|
Classified:
|
Classified (a) Substandard - Loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard.
|
Classified (b) Doubtful - Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined.
|
(dollars in thousands)
|
Pass
|
Watch and
Special Mention |
Substandard
|
Doubtful
|
Total
Loans |
|||||||||||||||
March 31, 2013
|
||||||||||||||||||||
Commercial
|
$ | 532,391 | $ | 32,832 | $ | 14,395 | $ | - | $ | 579,618 | ||||||||||
Investment - commercial real estate
|
886,172 | 19,093 | 5,564 | - | 910,829 | |||||||||||||||
Owner occupied - commercial real estate
|
281,632 | 15,480 | 6,449 | - | 303,561 | |||||||||||||||
Real estate mortgage – residential
|
68,521 | 735 | - | - | 69,256 | |||||||||||||||
Construction - commercial and residential
|
523,535 | 17,566 | 30,972 | - | 572,073 | |||||||||||||||
Home equity
|
105,857 | 2,175 | 538 | - | 108,570 | |||||||||||||||
Other consumer
|
4,106 | 11 | - | - | 4,117 | |||||||||||||||
Total
|
$ | 2,402,214 | $ | 87,892 | $ | 57,918 | $ | - | $ | 2,548,024 | ||||||||||
December 31, 2012
|
||||||||||||||||||||
Commercial
|
$ | 495,072 | $ | 34,821 | $ | 15,170 | $ | 7 | $ | 545,070 | ||||||||||
Investment - commercial real estate
|
892,569 | 10,668 | 11,401 | - | 914,638 | |||||||||||||||
Owner occupied - commercial real estate
|
275,864 | 13,270 | 8,723 | - | 297,857 | |||||||||||||||
Real estate mortgage – residential
|
61,134 | 737 | - | - | 61,871 | |||||||||||||||
Construction - commercial and residential
|
508,166 | 17,862 | 36,502 | - | 562,530 | |||||||||||||||
Home equity
|
104,302 | 2,032 | 510 | - | 106,844 | |||||||||||||||
Other consumer
|
4,230 | 12 | 43 | - | 4,285 | |||||||||||||||
Total
|
$ | 2,341,337 | $ | 79,402 | $ | 72,349 | $ | 7 | $ | 2,493,095 | ||||||||||
March 31, 2012
|
||||||||||||||||||||
Commercial
|
$ | 454,373 | $ | 29,019 | $ | 9,395 | $ | 37 | $ | 492,824 | ||||||||||
Investment - commercial real estate
|
815,951 | 4,902 | 9,131 | - | 829,984 | |||||||||||||||
Owner occupied - commercial real estate
|
254,405 | 18,423 | 2,895 | - | 275,723 | |||||||||||||||
Real estate mortgage – residential
|
42,308 | - | 749 | - | 43,057 | |||||||||||||||
Construction - commercial and residential
|
387,770 | 32,631 | 24,357 | - | 444,758 | |||||||||||||||
Home equity
|
94,925 | - | 512 | - | 95,437 | |||||||||||||||
Other consumer
|
5,149 | - | 8 | - | 5,157 | |||||||||||||||
Total
|
$ | 2,054,881 | $ | 84,975 | $ | 47,047 | $ | 37 | $ | 2,186,940 |
(dollars in thousands)
|
March 31, 2013
|
December 31, 2012
|
March 31, 2012
|
|||||||||
Commercial
|
$ | 4,039 | $ | 4,799 | $ | 3,565 | ||||||
Investment - commercial real estate
|
3,269 | 3,458 | 7,013 | |||||||||
Owner occupied - commercial real estate
|
2,368 | 2,578 | 277 | |||||||||
Real estate mortgage - residential
|
691 | 699 | 731 | |||||||||
Construction - commercial and residential
|
17,318 | 18,594 | 24,591 | |||||||||
Home equity
|
481 | 513 | 530 | |||||||||
Other consumer
|
- | 43 | 8 | |||||||||
Total nonaccrual loans (1)(2)
|
$ | 28,166 | $ | 30,684 | $ | 36,715 |
(dollars in thousands)
|
Loans
30-59 Days |
Loans
60-89 Days |
Loans
90 Days or |
Total Past
Due Loans |
Current
Loans |
Total Recorded
Investment in |
||||||||||||||||||
March 31, 2013
|
||||||||||||||||||||||||
Commercial
|
$ | 3,826 | $ | 3,358 | $ | 4,039 | $ | 11,223 | $ | 568,395 | $ | 579,618 | ||||||||||||
Investment - commercial real estate
|
2,635 | 820 | 3,269 | 6,724 | 904,105 | 910,829 | ||||||||||||||||||
Owner occupied - commercial real estate
|
367 | 4,081 | 2,368 | 6,816 | 296,745 | 303,561 | ||||||||||||||||||
Real estate mortgage – residential
|
- | 107 | 691 | 798 | 68,458 | 69,256 | ||||||||||||||||||
Construction - commercial and residential
|
10,642 | - | 17,318 | 27,960 | 544,113 | 572,073 | ||||||||||||||||||
Home equity
|
1,344 | 795 | 481 | 2,620 | 105,950 | 108,570 | ||||||||||||||||||
Other consumer
|
- | 15 | - | 15 | 4,102 | 4,117 | ||||||||||||||||||
Total
|
$ | 18,814 | $ | 9,176 | $ | 28,166 | $ | 56,156 | $ | 2,491,868 | $ | 2,548,024 |
(dollars in thousands)
|
Unpaid
Contractual |
Recorded
Investment |
Recorded
Investment |
Total
Recorded |
Related
Allowance |
Average
Recorded |
Interest
Income |
|||||||||||||||||||||
March 31, 2013
|
||||||||||||||||||||||||||||
Commercial
|
$ | 8,493 | $ | 4,821 | $ | 3,172 | $ | 7,993 | $ | 2,360 | $ | 8,621 | $ | 42 | ||||||||||||||
Investment - commercial real estate
|
5,407 | 3,821 | 1,586 | 5,407 | 818 | 5,504 | 37 | |||||||||||||||||||||
Owner occupied - commercial
|
6,449 | 5,538 | 911 | 6,449 | 704 | 6,554 | 56 | |||||||||||||||||||||
Real estate mortgage – residential
|
691 | 691 | - | 691 | - | 695 | - | |||||||||||||||||||||
Construction - commercial and residential
|
21,959 | 13,611 | 8,348 | 21,959 | 3,358 | 22,597 | 42 | |||||||||||||||||||||
Home equity
|
481 | 132 | 349 | 481 | 218 | 497 | - | |||||||||||||||||||||
Other consumer
|
- | - | - | - | - | 22 | - | |||||||||||||||||||||
Total
|
$ | 43,480 | $ | 28,614 | $ | 14,366 | $ | 42,980 | $ | 7,458 | $ | 44,490 | $ | 177 | ||||||||||||||
December 31, 2012
|
||||||||||||||||||||||||||||
Commercial
|
$ | 9,461 | $ | 5,767 | $ | 3,481 | $ | 9,248 | $ | 2,158 | $ | 7,772 | $ | 245 | ||||||||||||||
Investment - commercial real estate
|
5,600 | 3,830 | 1,770 | 5,600 | 1,201 | 6,609 | 152 | |||||||||||||||||||||
Owner occupied - commercial
|
6,659 | 5,602 | 1,057 | 6,659 | 753 | 2,746 | 252 | |||||||||||||||||||||
Real estate mortgage – residential
|
699 | 699 | - | 699 | - | 714 | - | |||||||||||||||||||||
Construction - commercial and residential
|
25,347 | 14,727 | 8,508 | 23,235 | 3,718 | 26,430 | 202 | |||||||||||||||||||||
Home equity
|
513 | 134 | 379 | 513 | 243 | 534 | 9 | |||||||||||||||||||||
Other consumer
|
43 | 1 | 42 | 43 | 41 | 17 | 2 | |||||||||||||||||||||
Total
|
$ | 48,322 | $ | 30,760 | $ | 15,237 | $ | 45,997 | $ | 8,114 | $ | 44,822 | $ | 862 | ||||||||||||||
March 31, 2012
|
||||||||||||||||||||||||||||
Commercial
|
$ | 8,382 | $ | 5,226 | $ | 1,891 | $ | 7,117 | $ | 1,265 | $ | 9,539 | $ | 43 | ||||||||||||||
Investment - commercial real estate
|
9,155 | 6,277 | 2,157 | 8,434 | 821 | 10,330 | 39 | |||||||||||||||||||||
Owner occupied - commercial
|
277 | - | 207 | 207 | 70 | 280 | - | |||||||||||||||||||||
Real estate mortgage – residential
|
731 | 731 | - | 731 | - | 886 | - | |||||||||||||||||||||
Construction - commercial and residential
|
29,013 | 20,299 | 5,914 | 26,213 | 2,800 | 26,372 | 42 | |||||||||||||||||||||
Home equity
|
530 | 307 | 85 | 392 | 138 | 577 | - | |||||||||||||||||||||
Other consumer
|
8 | - | 4 | 4 | 4 | 8 | - | |||||||||||||||||||||
Total
|
$ | 48,096 | $ | 32,840 | $ | 10,258 | $ | 43,098 | $ | 5,098 | $ | 47,992 | $ | 124 |
(dollars in thousands)
|
Number of
Contracts |
TDRs Performing
to Modified Terms |
TDRs Not Performing
to Modified Terms |
Total
TDRs |
||||||||||||
March 31, 2013
|
||||||||||||||||
Commercial
|
3 | $ | 3,954 | $ | 495 | $ | 4,449 | |||||||||
Investment - commercial real estate
|
2 | 2,138 | 217 | 2,355 | ||||||||||||
Owner occupied - commercial real estate
|
1 | 4,081 | - | 4,081 | ||||||||||||
Construction - commercial and residential
|
2 | 4,641 | 961 | 5,602 | ||||||||||||
Total
|
8 | $ | 14,814 | $ | 1,673 | $ | 16,487 | |||||||||
December 31, 2012
|
||||||||||||||||
Commercial
|
3 | $ | 4,449 | $ | - | $ | 4,449 | |||||||||
Investment - commercial real estate
|
2 | 2,142 | 217 | 2,359 | ||||||||||||
Owner occupied - commercial real estate
|
1 | 4,081 | - | 4,081 | ||||||||||||
Construction - commercial and residential
|
2 | 4,641 | 966 | 5,607 | ||||||||||||
Total
|
8 | $ | 15,313 | $ | 1,183 | $ | 16,496 |
Three Months Ended
March 31, |
||||||||
(dollars and shares in thousands, except per share data)
|
2013
|
2012
|
||||||
Basic:
|
||||||||
Net income available to common shareholders
|
$ | 11,431 | $ | 7,492 | ||||
Average common shares outstanding
|
23,199 | 20,111 | ||||||
Basic net income per common share
|
$ | 0.49 | $ | 0.37 | ||||
Diluted:
|
||||||||
Net income available to common shareholders
|
$ | 11,431 | $ | 7,492 | ||||
Average common shares outstanding
|
23,199 | 20,111 | ||||||
Adjustment for common share equivalents
|
639 | 513 | ||||||
Average common shares outstanding-diluted
|
23,838 | 20,624 | ||||||
Diluted net income per common share
|
$ | 0.48 | $ | 0.36 | ||||
Anti-dilutive shares
|
87,756 | 116,683 |
Three Months Ended March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
Shares
|
Weighted-
Average
Exercise Price
|
Shares
|
Weighted-
Average E
xercise Price
|
|||||||||||||
Beginning Balance
|
652,064 | $ | 11.12 | 831,393 | $ | 11.19 | ||||||||||
Issued
|
3,000 | 22.03 | - | - | ||||||||||||
Exercised
|
(47,717 | ) | 9.80 | (31,465 | ) | 13.72 | ||||||||||
Forfeited
|
(300 | ) | 6.34 | - | - | |||||||||||
Expired
|
(14,550 | ) | 11.87 | (26,655 | ) | 15.32 | ||||||||||
Ending Balance
|
592,497 | $ | 11.26 | 773,273 | $ | 10.94 |
Weighted-Average
|
|||||||||||||||||
Outstanding:
|
Stock Options
|
Weighted-Average
|
Remaining
|
||||||||||||||
Range of Exercise Prices
|
Outstanding
|
Exercise Price
|
Contractual Life
|
||||||||||||||
$ | 6.34 | - | $7.45 | 238,008 | $ | 6.38 | 5.54 | ||||||||||
$ | 7.46 | - | $10.63 | 115,151 | 9.53 | 0.82 | |||||||||||
$ | 10.64 | - | $13.87 | 118,582 | 11.40 | 3.29 | |||||||||||
$ | 13.88 | - | $26.86 | 120,756 | 22.39 | 3.13 | |||||||||||
592,497 | $ | 11.26 | 3.68 |
Exercisable:
|
Stock Options
|
Weighted-Average
|
|||||||||||||||
Range of Exercise Prices
|
Exercisable
|
Exercise Price
|
|||||||||||||||
$ | 6.34 | - | $7.45 | 146,791 | $ | 6.41 | |||||||||||
$ | 7.46 | - | $10.63 | 113,901 | 9.53 | ||||||||||||
$ | 10.64 | - | $13.87 | 92,567 | 11.23 | ||||||||||||
$ | 13.88 | - | $26.86 | 112,756 | 22.64 | ||||||||||||
466,015 | $ | 12.06 |
Three Months Ended
|
Years Ended December 31,
|
|||||||||||||
March 31, 2013
|
2012
|
2011
|
||||||||||||
Expected Volatility
|
34.12 | % | 36.64 | % | 33.61 % | - | 36.64% | |||||||
Weighted-Average Volatility
|
34.12 | % | 36.64 | % | 35.60% | |||||||||
Expected Dividends
|
0.0 | % | 0.0 | % | 0.0% | |||||||||
Expected Term (In years)
|
7.5 | 7.5 | 6.0 | - | 7.5 | |||||||||
Risk-Free Rate
|
1.31 | % | 1.13 | % | 1.82% | |||||||||
Weighted-Average Fair Value (Grant date)
|
$ | 8.61 | $ | 6.99 | $ | 5.07 |
Three Months Ended March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
Shares
|
Weighted-
Average Grant
Date Fair Value
|
Shares
|
Weighted-
Average Grant
Date Fair Value
|
|||||||||||||
Unvested at Beginning
|
316,686 | $ | 15.17 | 202,555 | $ | 11.67 | ||||||||||
Issued
|
383,142 | 22.70 | 243,767 | 16.83 | ||||||||||||
Forfeited
|
- | - | (8,073 | ) | 10.35 | |||||||||||
Vested
|
(140,636 | ) | 14.37 | (107,677 | ) | 13.20 | ||||||||||
Unvested at End
|
559,192 | $ | 20.53 | 330,572 | $ | 15.01 |
(dollars in thousands)
|
Before Tax
|
Tax Effect
|
Net of Tax
|
|||||||||
Three Months Ended March 31, 2013
|
||||||||||||
Net unrealized loss on securities available-for-sale:
|
||||||||||||
Net unrealized loss on securities available-for-sale
|
$ | (1,579 | ) | $ | (635 | ) | $ | (944 | ) | |||
Less: Reclassification adjustment for net gains included in net income
|
(23 | ) | (10 | ) | (13 | ) | ||||||
Other Comprehensive Income (Loss)
|
$ | (1,602 | ) | $ | (645 | ) | $ | (957 | ) | |||
Three Months Ended March 31, 2012
|
||||||||||||
Net unrealized gain on securities available-for-sale:
|
||||||||||||
Net unrealized gain on securities available-for-sale
|
$ | 179 | $ | 65 | $ | 114 | ||||||
Less: Reclassification adjustment for net gains included in net income
|
(153 | ) | (61 | ) | (92 | ) | ||||||
Other Comprehensive Income Gain
|
$ | 26 | $ | 4 | $ | 22 |
(dollars in thousands)
|
Securities
Available For Sale |
Accumulated Other
Comprehensive Income |
||||||
Balance January 1, 2013
|
$ | 5,465 | $ | 5,465 | ||||
Other comprehensive income (loss) before reclassifications
|
(944 | ) | (944 | ) | ||||
Amounts reclassified from accumulated other comprehensive income
|
(13 | ) | (13 | ) | ||||
Net other comprehensive income (loss) during period
|
(957 | ) | (957 | ) | ||||
Balance March 31, 2013
|
$ | 4,508 | $ | 4,508 |
(dollars in thousands)
|
Securities
Available For Sale |
Accumulated Other
Comprehensive Income |
||||||
Balance January 1, 2012
|
$ | 4,875 | $ | 4,875 | ||||
Other comprehensive income (loss) before reclassifications
|
114 | 114 | ||||||
Amounts reclassified from accumulated other comprehensive income
|
(92 | ) | (92 | ) | ||||
Net other comprehensive income (loss) during period
|
22 | 22 | ||||||
Balance March 31, 2012
|
$ | 4,897 | $ | 4,897 |
Details about Accumulated Other
Comprehensive Income Components (dollars in thousands) |
Amount Reclassified from
Accumulated Other |
Affected Line Item in
the Statement Where |
|||
Realized gain on sale of investment securities
|
$ | (23 | ) |
Gain on sale of investment securities
|
|
(10 | ) |
Tax Expense
|
|||
Total Reclassifications for the Period Ended March 31, 2013
|
$ | (13 | ) |
Net of Tax
|
|
Realized gain on sale of investment securities
|
$ | (153 | ) |
Gain on sale of investment securities
|
|
(61 | ) |
Tax Expense
|
|||
Total Reclassifications for the Period Ended March 31, 2012
|
$ | (92 | ) |
Net of Tax
|
|
Level 1
|
Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. government and agency securities actively traded in over-the-counter markets.
|
|
Level 2
|
Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.
|
|
Level 3
|
Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.
|
(dollars in thousands)
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
Total
(Fair Value)
|
||||||||||||
March 31, 2013
|
||||||||||||||||
Investment securities available for sale:
|
||||||||||||||||
U. S. Government agency securities
|
$ | - | $ | 40,124 | $ | - | $ | 40,124 | ||||||||
Residential mortgage backed securities
|
- | 191,578 | - | 191,578 | ||||||||||||
Municipal bonds
|
- | 86,380 | - | 86,380 | ||||||||||||
Other equity investments
|
120 | - | 229 | 349 | ||||||||||||
Residential mortgage loans held for sale
|
- | 132,698 | - | 132,698 | ||||||||||||
Total assets measured at fair value on a recurring basis as of March 31, 2013
|
$ | 120 | $ | 450,780 | $ | 229 | $ | 451,129 |
(dollars in thousands)
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
Total
(Fair Value)
|
||||||||||||
December 31, 2012
|
||||||||||||||||
Investment securities available for sale:
|
||||||||||||||||
U. S. Government agency securities
|
$ | - | $ | 49,082 | $ | - | $ | 49,082 | ||||||||
Residential mortgage backed securities
|
- | 173,083 | - | 173,083 | ||||||||||||
Municipal bonds
|
- | 77,313 | - | 77,313 | ||||||||||||
Other equity investments
|
112 | - | 230 | 342 | ||||||||||||
Residential mortgage loans held for sale
|
- | 226,923 | - | 226,923 | ||||||||||||
Total assets measured at fair value on a recurring basis as of December 31, 2012
|
$ | 112 | $ | 526,401 | $ | 230 | $ | 526,743 |
Other Equity Investments
|
||||||||
(dollars in thousands)
|
March 31, 2013
|
December 31, 2012
|
||||||
Balance, beginning of period
|
$ | 226 | $ | 226 | ||||
Total realized and unrealized gains and losses:
|
||||||||
Included in other comprehensive income
|
3 | 4 | ||||||
Purchases
|
- | - | ||||||
Principal redemption
|
- | - | ||||||
Balance, end of period
|
$ | 229 | $ | 230 |
(dollars in thousands)
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
Total
(Fair Value)
|
||||||||||||
March 31, 2013
|
||||||||||||||||
Impaired loans:
|
||||||||||||||||
Commercial
|
$ | - | $ | 4,553 | $ | 3,440 | $ | 7,993 | ||||||||
Investment - commercial real estate
|
- | 3,459 | 1,948 | 5,407 | ||||||||||||
Owner occupied - commercial real estate
|
- | 6,449 | - | 6,449 | ||||||||||||
Real estate mortgage - residential
|
- | - | 691 | 691 | ||||||||||||
Construction - commercial and residential
|
- | 11,995 | 9,964 | 21,959 | ||||||||||||
Home equity
|
- | 481 | - | 481 | ||||||||||||
Other consumer
|
- | - | - | - | ||||||||||||
Other real estate owned
|
- | 5,449 | 3,750 | 9,199 | ||||||||||||
Total assets measured at fair value on a nonrecurring basis as of
March 31, 2013
|
$ | - | $ | 32,386 | $ | 19,793 | $ | 52,179 |
(dollars in thousands)
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
Total
(Fair Value)
|
||||||||||||
December 31, 2012
|
||||||||||||||||
Impaired loans:
|
||||||||||||||||
Commercial
|
$ | - | $ | 5,198 | $ | 4,050 | $ | 9,248 | ||||||||
Investment - commercial real estate
|
- | 3,924 | 1,676 | 5,600 | ||||||||||||
Owner occupied - commercial real estate
|
- | 6,452 | 207 | 6,659 | ||||||||||||
Real estate mortgage - residential
|
- | - | 699 | 699 | ||||||||||||
Construction - commercial and residential
|
- | 12,937 | 10,298 | 23,235 | ||||||||||||
Home equity
|
- | 510 | 3 | 513 | ||||||||||||
Other consumer
|
- | - | 43 | 43 | ||||||||||||
Other real estate owned
|
- | 4,969 | 330 | 5,299 | ||||||||||||
Total assets measured at fair value on a nonrecurring basis as of
December 31, 2012
|
$ | - | $ | 33,990 | $ | 17,306 | $ | 51,296 |
Fair Value Measurements
|
||||||||||||||||||||
Quoted Prices in
Active Markets for
Identical Assets or Liabilities
|
Significant Other Observable Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||||||
(dollars in thousands)
|
Carrying Value
|
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||||
March 31, 2013
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||
Cash and due from banks
|
$ | 7,123 | $ | 7,123 | $ | - | $ | 7,123 | $ | - | ||||||||||
Federal funds sold
|
5,811 | 5,811 | - | 5,811 | - | |||||||||||||||
Interest bearing deposits with other banks
|
257,957 | 257,957 | - | 257,957 | - | |||||||||||||||
Investment securities
|
318,431 | 318,431 | 120 | 318,082 | 229 | |||||||||||||||
Federal Reserve and Federal Home Loan Bank stock
|
11,154 | 11,154 | - | 11,154 | - | |||||||||||||||
Loans held for sale
|
132,698 | 132,698 | - | 132,698 | - | |||||||||||||||
Loans
|
2,548,024 | 2,589,295 | - | 26,937 | 2,562,358 | |||||||||||||||
Other earning assets
|
14,229 | 14,229 | - | 14,229 | - | |||||||||||||||
Liabilities
|
||||||||||||||||||||
Noninterest bearing deposits
|
756,177 | 756,177 | - | 756,177 | - | |||||||||||||||
Interest bearing deposits
|
2,056,753 | 2,057,317 | - | 2,057,317 | - | |||||||||||||||
Borrowings
|
131,964 | 133,909 | - | 133,909 | - | |||||||||||||||
December 31, 2012
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||
Cash and due from banks
|
$ | 7,439 | $ | 7,439 | $ | - | $ | 7,439 | $ | - | ||||||||||
Federal funds sold
|
7,852 | 7,852 | - | 7,852 | - | |||||||||||||||
Interest bearing deposits with other banks
|
324,043 | 324,043 | - | 324,043 | - | |||||||||||||||
Investment securities
|
299,820 | 299,820 | 112 | 299,478 | 230 | |||||||||||||||
Federal Reserve and Federal Home Loan Bank stock
|
10,694 | 10,694 | - | 10,694 | - | |||||||||||||||
Loans held for sale
|
226,923 | 226,923 | - | 226,923 | - | |||||||||||||||
Loans
|
2,493,095 | 2,515,409 | - | 29,021 | 2,486,388 | |||||||||||||||
Other earning assets
|
14,135 | 14,135 | - | 14,135 | - | |||||||||||||||
Liabilities
|
||||||||||||||||||||
Noninterest bearing deposits
|
881,390 | 881,390 | - | 881,390 | - | |||||||||||||||
Interest bearing deposits
|
2,015,832 | 2,017,623 | - | 2,017,623 | - | |||||||||||||||
Borrowings
|
140,638 | 142,765 | - | 142,765 | - |
Three Months Ended March 31,
|
||||||||||||||||||||||||
2013
|
2012
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Average
Yield/Rate
|
Average
Balance
|
Interest
|
Average
Yield/Rate
|
|||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||
Interest earning assets:
|
||||||||||||||||||||||||
Interest bearing deposits with other banks and other short-term investments
|
$ | 346,409 | $ | 209 | 0.24 | % | $ | 218,990 | $ | 137 | 0.25 | % | ||||||||||||
Loans held for sale (1)
|
179,476 | 1,485 | 3.31 | % | 120,098 | 1,071 | 3.57 | % | ||||||||||||||||
Loans (1) (2)
|
2,480,862 | 34,539 | 5.65 | % | 2,086,511 | 29,653 | 5.72 | % | ||||||||||||||||
Investment securities available for sale (2)
|
316,752 | 1,696 | 2.17 | % | 340,025 | 1,694 | 2.00 | % | ||||||||||||||||
Federal funds sold
|
8,431 | 4 | 0.19 | % | 19,123 | 14 | 0.29 | % | ||||||||||||||||
Total interest earning assets
|
3,331,930 | 37,933 | 4.62 | % | 2,784,747 | 32,569 | 4.70 | % | ||||||||||||||||
Total noninterest earning assets
|
84,383 | 75,935 | ||||||||||||||||||||||
Less: allowance for credit losses
|
37,951 | 29,989 | ||||||||||||||||||||||
Total noninterest earning assets
|
46,432 | 45,946 | ||||||||||||||||||||||
TOTAL ASSETS
|
$ | 3,378,362 | $ | 2,830,693 | ||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||||||||||||||||||
Interest bearing liabilities:
|
||||||||||||||||||||||||
Interest bearing transaction
|
$ | 104,798 | $ | 83 | 0.32 | % | $ | 76,845 | $ | 71 | 0.37 | % | ||||||||||||
Savings and money market
|
1,421,035 | 1,526 | 0.44 | % | 1,089,626 | 1,672 | 0.62 | % | ||||||||||||||||
Time deposits
|
524,515 | 1,331 | 1.03 | % | 538,542 | 1,726 | 1.29 | % | ||||||||||||||||
Total interest bearing deposits
|
2,050,348 | 2,940 | 0.58 | % | 1,705,013 | 3,469 | 0.82 | % | ||||||||||||||||
Customer repurchase agreements
|
96,015 | 69 | 0.29 | % | 103,927 | 96 | 0.37 | % | ||||||||||||||||
Long-term borrowings
|
39,300 | 415 | 4.22 | % | 49,300 | 534 | 4.29 | % | ||||||||||||||||
Total interest bearing liabilities
|
2,185,663 | 3,424 | 0.64 | % | 1,858,240 | 4,099 | 0.89 | % | ||||||||||||||||
Noninterest bearing liabilities:
|
||||||||||||||||||||||||
Noninterest bearing demand
|
813,957 | 688,400 | ||||||||||||||||||||||
Other liabilities
|
18,883 | 9,130 | ||||||||||||||||||||||
Total noninterest bearing liabilities
|
832,840 | 697,530 | ||||||||||||||||||||||
Shareholders’ equity
|
359,859 | 274,923 | ||||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 3,378,362 | $ | 2,830,693 | ||||||||||||||||||||
Net interest income
|
$ | 34,509 | $ | 28,470 | ||||||||||||||||||||
Net interest spread
|
3.98 | % | 3.81 | % | ||||||||||||||||||||
Net interest margin
|
4.20 | % | 4.11 | % |
(1)
|
Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $1.9 million and $1.2 million for the three months ended March 31, 2013 and 2012, respectively.
|
(2)
|
Interest and fees on loans and investments exclude tax equivalent adjustments.
|
Three Months Ended
March 31,
|
||||||||
(dollars in thousands)
|
2013
|
2012
|
||||||
Balance at beginning of year
|
$ | 37,492 | $ | 29,653 | ||||
Charge-offs:
|
||||||||
Commercial
|
1,184 | 773 | ||||||
Investment - commercial real estate
|
109 | 291 | ||||||
Owner occupied - commercial real estate
|
- | - | ||||||
Real estate mortgage - residential
|
- | 300 | ||||||
Construction - commercial and residential
|
719 | 240 | ||||||
Construction - C&I (owner occupied)
|
- | - | ||||||
Home equity
|
29 | 244 | ||||||
Other consumer
|
42 | 5 | ||||||
Total charge-offs
|
2,083 | 1,853 | ||||||
Recoveries:
|
||||||||
Commercial
|
26 | 7 | ||||||
Investment - commercial real estate
|
- | 2 | ||||||
Owner occupied - commercial real estate
|
- | - | ||||||
Real estate mortgage - residential
|
- | - | ||||||
Construction - commercial and residential
|
6 | 94 | ||||||
Construction - C&I (owner occupied)
|
- | - | ||||||
Home equity
|
- | 1 | ||||||
Other consumer
|
5 | 1 | ||||||
Total recoveries
|
37 | 105 | ||||||
Net charge-offs
|
2,046 | 1,748 | ||||||
Additions charged to operations
|
3,365 | 3,970 | ||||||
Balance at end of period
|
$ | 38,811 | $ | 31,875 | ||||
Annualized ratio of net charge-offs during the period to average loans outstanding during the period
|
0.33 | % | 0.34 | % |
March 31, 2013
|
December 31, 2012
|
March 31, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%(1) |
Amount
|
%(1) |
Amount
|
%(1) | ||||||||||||||||||
Commercial
|
$ | 11,075 | 23 | % | $ | 9,412 | 22 | % | $ | 8,537 | 23 | % | ||||||||||||
Investment - commercial real estate
|
9,007 | 36 | % | 9,148 | 37 | % | 8,145 | 38 | % | |||||||||||||||
Owner occupied - commercial real estate
|
2,804 | 12 | % | 2,781 | 12 | % | 2,146 | 13 | % | |||||||||||||||
Real estate mortgage - residential
|
877 | 3 | % | 659 | 3 | % | - | 2 | % | |||||||||||||||
Construction - commercial and residential
|
12,176 | 21 | % | 12,671 | 21 | % | 10,941 | 19 | % | |||||||||||||||
Construction - C&I (owner occupied)
|
769 | 1 | % | 720 | 1 | % | 719 | 1 | % | |||||||||||||||
Home equity
|
1,752 | 4 | % | 1,730 | 4 | % | 1,329 | 4 | % | |||||||||||||||
Other consumer
|
351 | - | 371 | - | 58 | - | ||||||||||||||||||
Unallocated
|
- | - | - | - | - | - | ||||||||||||||||||
Total loans
|
$ | 38,811 | 100 | % | $ | 37,492 | 100 | % | $ | 31,875 | 100 | % |
March 31,
|
December 31, 2012
|
|||||||||||
(dollars in thousands)
|
2013
|
2012
|
2012
|
|||||||||
Nonaccrual Loans:
|
||||||||||||
Commercial
|
$ | 4,039 | $ | 3,565 | $ | 4,799 | ||||||
Investment - commercial real estate
|
3,269 | 7,013 | 3,458 | |||||||||
Owner occupied - commercial real estate
|
2,368 | 277 | 2,578 | |||||||||
Real estate mortgage - residential
|
691 | 731 | 699 | |||||||||
Construction - commercial and residential
|
17,318 | 24,591 | 18,594 | |||||||||
Construction - C&I (owner occupied)
|
- | - | - | |||||||||
Home equity
|
481 | 530 | 513 | |||||||||
Other consumer
|
- | 8 | 43 | |||||||||
Accrual loans-past due 90 days:
|
||||||||||||
Commercial
|
- | - | - | |||||||||
Investment - commercial real estate
|
- | - | - | |||||||||
Other consumer
|
- | - | - | |||||||||
Total nonperforming loans (1)
|
28,166 | 36,715 | 30,684 | |||||||||
Other real estate owned
|
9,199 | 3,014 | 5,299 | |||||||||
Total nonperforming assets
|
$ | 37,365 | $ | 39,729 | $ | 35,983 | ||||||
Coverage ratio, allowance for credit losses to total nonperforming loans
|
137.80 | % | 86.82 | % | 122.19 | % | ||||||
Ratio of nonperforming loans to total loans
|
1.11 | % | 1.68 | % | 1.23 | % | ||||||
Ratio of nonperforming assets to total assets
|
1.12 | % | 1.41 | % | 1.06 | % |
(1)
|
Excludes performing TDRs totaling $14.8 million at March 31, 2013, $15.3 million at December 31, 2012 and $11.4 million at March 31, 2012. |
March 31, 2013
|
December 31, 2012
|
March 31, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||||||
Commercial
|
$ | 579,618 | 23 | % | $ | 545,070 | 22 | % | $ | 492,824 | 23 | % | ||||||||||||
Investment - commercial real estate (1)
|
910,829 | 36 | % | 914,638 | 37 | % | 829,984 | 38 | % | |||||||||||||||
Owner occupied - commercial real estate
|
303,561 | 12 | % | 297,857 | 12 | % | 275,723 | 13 | % | |||||||||||||||
Real estate mortgage - residential
|
69,256 | 3 | % | 61,871 | 3 | % | 43,057 | 2 | % | |||||||||||||||
Construction - commercial and residential (1)
|
538,071 | 21 | % | 533,722 | 21 | % | 417,346 | 19 | % | |||||||||||||||
Construction - C&I (owner occupied) (1)
|
34,002 | 1 | % | 28,808 | 1 | % | 27,412 | 1 | % | |||||||||||||||
Home equity
|
108,570 | 4 | % | 106,844 | 4 | % | 95,437 | 4 | % | |||||||||||||||
Other consumer
|
4,117 | - | 4,285 | - | 5,157 | - | ||||||||||||||||||
Total loans
|
2,548,024 | 100 | % | 2,493,095 | 100 | % | 2,186,940 | 100 | % | |||||||||||||||
Less: Allowance for Credit Losses
|
(38,811 | ) | (37,492 | ) | (31,875 | ) | ||||||||||||||||||
Net loans
|
$ | 2,509,213 | $ | 2,455,603 | $ | 2,155,065 |
(dollars in thousands)
|
||||
Unfunded loan commitments
|
$ | 805,533 | ||
Unfunded lines of credit
|
78,373 | |||
Letters of credit
|
58,906 | |||
Total
|
$ | 942,812 |
Change in interest
rates (basis points)
|
Percentage change in
net interest income
|
Percentage change in
net income
|
Percentage change in
market value of
portfolio equity
|
|||||||||||
+400 | +8.5% | +4.7% | -9.4% | |||||||||||
+300 | +4.8% | -0.7% | -8.0% | |||||||||||
+200 | +1.1% | -5.8% | -6.3% | |||||||||||
+100 | -0.8% | -7.8% | -3.8% | |||||||||||
0 | - | - | - | |||||||||||
-100 | -2.8% | -5.2% | -6.8% | |||||||||||
-200 | -4.0% | -7.4% | -6.4% |
GAP Analysis
|
||||||||||||||||||||||||||||||||
March 31, 2013
|
||||||||||||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||||||
Repriceable in:
|
0-3 months
|
4-12
months
|
13-36
months
|
37-60
months
|
Over 60
months
|
Total Rate Sensitive
|
Non-
sensitive
|
Total
Assets
|
||||||||||||||||||||||||
RATE SENSITIVE ASSETS:
|
||||||||||||||||||||||||||||||||
Investment securities
|
$ | 20,630 | $ | 28,698 | $ | 84,267 | $ | 51,941 | $ | 144,049 | $ | 329,585 | ||||||||||||||||||||
Loans (1)(2)
|
1,516,945 | 236,307 | 498,026 | 290,141 | 139,303 | 2,680,722 | ||||||||||||||||||||||||||
Fed funds and other short-term investments
|
263,768 | - | - | - | - | 263,768 | ||||||||||||||||||||||||||
Other earning assets
|
14,229 | - | - | - | - | 14,229 | ||||||||||||||||||||||||||
Total
|
$ | 1,815,572 | $ | 265,005 | $ | 582,293 | $ | 342,082 | $ | 283,352 | $ | 3,288,304 | $ | 36,561 | $ | 3,324,865 | ||||||||||||||||
RATE SENSITIVE LIABILITIES:
|
||||||||||||||||||||||||||||||||
Noninterest bearing demand
|
$ | 30,407 | $ | 91,221 | $ | 243,255 | $ | 243,255 | $ | 148,039 | $ | 756,177 | ||||||||||||||||||||
Interest bearing transaction
|
69,431 | - | 14,878 | 14,878 | - | 99,187 | ||||||||||||||||||||||||||
Savings and money market
|
1,019,422 | - | 218,448 | 218,448 | - | 1,456,318 | ||||||||||||||||||||||||||
Time deposits
|
87,065 | 201,017 | 153,746 | 59,420 | - | 501,248 | ||||||||||||||||||||||||||
Customer repurchase agreements and fed funds purchased
|
92,664 | - | - | - | - | 92,664 | ||||||||||||||||||||||||||
Other borrowings
|
- | - | - | 19,300 | 20,000 | 39,300 | ||||||||||||||||||||||||||
Total
|
$ | 1,298,989 | $ | 292,238 | $ | 630,327 | $ | 555,301 | $ | 168,039 | $ | 2,944,894 | $ | 18,119 | $ | 2,963,013 | ||||||||||||||||
GAP
|
$ | 516,583 | $ | (27,233 | ) | $ | (48,034 | ) | $ | (213,219 | ) | $ | 115,313 | $ | 343,410 | |||||||||||||||||
Cumulative GAP
|
$ | 516,583 | $ | 489,350 | $ | 441,316 | $ | 228,097 | $ | 343,410 | ||||||||||||||||||||||
Cumulative gap as percent of total assets
|
15.54 | % | 14.72 | % | 13.27 | % | 6.86 | % | 10.33 | % |
For Capital
|
To Be Well
|
|||||||||||||||||||||||
Company
|
Bank
|
Adequacy
|
Capitalized Under
|
|||||||||||||||||||||
Actual
|
Actual
|
Purposes
|
Prompt Corrective Action
|
|||||||||||||||||||||
(dollars in thousands)
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Ratio
|
Provision Ratio *
|
||||||||||||||||||
As of March 31, 2013
|
||||||||||||||||||||||||
Total capital (to risk weighted assets)
|
$ | 394,746 | 12.50% | $ | 363,309 | 11.56% | 8.0% | 10.0% | ||||||||||||||||
Tier 1 capital (to risk weighted assets)
|
350,132 | 11.08% | 324,424 | 10.32% | 4.0% | 6.0% | ||||||||||||||||||
Tier 1 capital (to average assets)
|
350,132 | 10.39% | 324,424 | 9.66% | 3.0% | 5.0% | ||||||||||||||||||
As of December 31, 2012
|
||||||||||||||||||||||||
Total capital (to risk weighted assets)
|
$ | 381,808 | 12.20% | $ | 350,609 | 11.25% | 8.0% | 10.0% | ||||||||||||||||
Tier 1 capital (to risk weighted assets)
|
338,138 | 10.80% | 312,974 | 10.05% | 4.0% | 6.0% | ||||||||||||||||||
Tier 1 capital (to average assets)
|
338,138 | 10.44% | 312,974 | 9.70% | 3.0% | 5.0% | ||||||||||||||||||
As of March 31, 2012
|
||||||||||||||||||||||||
Total capital (to risk weighted assets)
|
$ | 302,785 | 11.59% | $ | 283,814 | 10.92% | 8.0% | 10.0% | ||||||||||||||||
Tier 1 capital (to risk weighted assets)
|
263,337 | 10.08% | 251,888 | 9.69% | 4.0% | 6.0% | ||||||||||||||||||
Tier 1 capital (to average assets)
|
263,337 | 9.33% | 251,888 | 8.96% | 3.0% | 5.0% |
GAAP Reconciliation (Unaudited)
|
||||||||||||
(dollars in thousands except per share data)
|
||||||||||||
Three Months Ended
March 31, 2013 |
Twelve Months Ended
December 31, 2012 |
Three Months Ended
March 31, 2012 |
||||||||||
Common shareholders' equity
|
$ | 305,252 | $ | 293,376 | $ | 219,408 | ||||||
Less: Intangible assets
|
(3,659 | ) | (3,785 | ) | (4,066 | ) | ||||||
Tangible common equity
|
$ | 301,593 | $ | 289,591 | $ | 215,342 | ||||||
Book value per common share
|
$ | 13.05 | $ | 12.78 | $ | 10.85 | ||||||
Less: Intangible book value per common share
|
(0.16 | ) | (0.16 | ) | (0.20 | ) | ||||||
Tangible book value per common share
|
$ | 12.89 | $ | 12.62 | $ | 10.65 | ||||||
Total assets
|
$ | 3,324,865 | $ | 3,409,441 | $ | 2,815,549 | ||||||
Less: Intangible assets
|
(3,659 | ) | (3,785 | ) | (4,066 | ) | ||||||
Tangible assets
|
$ | 3,321,206 | $ | 3,405,656 | $ | 2,811,483 | ||||||
Tangible common equity ratio
|
9.08 | % | 8.50 | % | 7.66 | % |
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | ||
(a) Sales of Unregistered Securities.
|
None
|
|
(b) Use of Proceeds.
|
Not Applicable
|
|
(c) Issuer Purchases of Securities.
|
None
|
|
Item 3 - Defaults Upon SeniorSecurities | None | |
Item 4 - Mine Safety Disclosures |
Not Applicable
|
|
Item 5 - Other Information | ||
(a) Required 8-K Disclosures
|
None | |
(b) Changes in Procedures for Director Nominations |
None
|
Exhibit No. | Description of Exhibit |
3.1 | Certificate of Incorporation of the Company, as amended (1) |
3.2 | Articles Supplementary to the Articles of Incorporation for the Series B Preferred Stock (2) |
3.3 | Bylaws of the Company (3) |
4.1 | Warrant to Purchase Common Stock (4) |
4.2 |
Form of Subordinated Note due 2016(5)
|
10.1 | 1998 Stock Option Plan (6) |
10.2 | Employment Agreement, dated September 1, 2011, between James H. Langmead and the Bank (7) |
10.3 | Employment Agreement, dated September 1, 2011, between Thomas D. Murphy and the Bank (8) |
10.4 | Amended and Restated Employment Agreement between Ronald D. Paul and the Company (9) |
10.5 |
Employment Agreement, dated September 1, 2011, between Susan G. Riel and the Bank (10)
|
10.6 | Fee Agreement between Robert P. Pincus and the Company (11) |
10.7 | 2006 Stock Plan (12) |
10.8 | Employment Agreement, dated September 1, 2011, among Michael T. Flynn the Company and the Bank (13) |
10.9 | Employment Agreement, dated September 1, 2011, between Laurence E. Bensignor and the Bank (14) |
10.10 | Employment Agreement, dated September 1, 2011, between the Bank and Janice Williams (15) |
10.11 | 2013 Senior Executive Incentive Plan (16) |
10.12 | Eagle Bancorp, Inc. 2011 Employee Stock Purchase Plan (17) |
10.13 | Employment Agreement dated as of February 23, 2012, between the Bank and Antonio F. Marquez (18) |
10.14 | Employment Agreement dated as of April 24, 2013, between the Bank and Virginia Heine |
10.15 | First Amendment to Employment Agreement of Laurence E. Bensignor |
10.16 | First Amendment to Employment Agreement of Michael T. Flynn |
10.17 | First Amendment to Employment Agreement of James H. Langmead |
10.18 |
First Amendment to Employment Agreement of Antonio F. Marquez
|
10.19
|
First Amendment to Employment Agreement of Thomas D. Murphy
|
10.20
|
First Amendment to Employment Agreement of Susan G. Riel
|
10.21
|
First Amendment to Employment Agreement of Janice Williams
|
11 | Statement Regarding Computation of Per Share Income |
See Note 5 of the Notes to Consolidated Financial Statements | |
21 | Subsidiaries of the Registrant |
31.1
|
Certification of Ronald D. Paul |
31.2 | Certification of James H. Langmead |
32.1 | Certification of Ronald D. Paul |
32.2 | Certification of James H. Langmead |
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T:
|
|
(i)
|
the Consolidated Statement of Financial Position at March 31, 2013, December 31, 2012 and March 31, 2012
|
|
(ii)
|
the Consolidated Statement of Earnings for three month periods ended March 31, 2013 and 2012
|
|
(iii)
|
the Consolidated Statement of Comprehensive Income for three month periods ended March 31, 2013 and 2012
|
|
(iv)
|
the Consolidated Statement of Changes in Shareholders’ Equity for the three month periods ended March 31, 2013 and 2012
|
|
(v)
|
the Consolidated Statement of Cash Flows for the three months ended March 31, 2013 and 2012
|
|
(vi)
|
the Notes to the Consolidated Financial Statements
|
(1)
|
Incorporated by reference to the exhibit of the same number to the Company’s Current Report on Form 8-K filed on July 16, 2008.
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2011.
|
(3)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 30, 2007.
|
(4) |
Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 8, 2008.
|
(5) |
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2010.
|
(6) |
Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1998.
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
|
(8)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
|
(9)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on December 22, 2008.
|
(10)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
|
(11)
|
Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4 (Registration No. 333-150763)
|
(12)
|
Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-135072)
|
(13)
|
Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 23, 2011
|
(14)
|
Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 23, 2011.
|
(15) |
Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 23, 2011.
|
(16) |
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 15, 2013.
|
(17) |
Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (Registration No. 333-175966).
|
(18) |
Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012.
|
EAGLE BANCORP, INC.
|
|||
Date: May 8, 2013
|
By:
|
/s/ Ronald D. Paul | |
Ronald D. Paul, Chairman, President and Chief Executive
Officer of the Company
|
|||
Date: May 8, 2013
|
By: | /s/ James H. Langmead | |
James H. Langmead, Executive Vice President and Chief
Financial Officer of the Company
|
(a)
|
induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other Person that has a business relationship with any Bank Entity, to discontinue, terminate or reduce the extent of its, her or her relationship with any Bank Entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship;
|
(b)
|
solicit any customer of any of the Bank Entities for the purpose of providing any Competitive Products or Services to such customer (other than any solicitation to the general public that is not disproportionately directed at customers of any Bank Entity); or
|
(c)
|
solicit any employee of any of the Bank Entities to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business
|
(i)
|
the term “customer” shall be deemed to include, at any time, any Person to which any of the Bank Entities had, during the six (6) month period immediately prior to such time, (A) sold any products or provided any services or (B) submitted, or been in the process of submitting or negotiating, a proposal for the sale of any product or the provision of any services;
|
(ii)
|
the term “supplier” shall be deemed to include, at any time, any Person which, during the six (6) month period immediately prior to such time, (A) had sold any products or services to any of the Bank Entities or (B) had submitted to any of the Bank Entities a proposal for the sale of any products or services;
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul
|
||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
Virginia Heine
|
||
Virginia Heine
|
Virginia Heine |
Date
|
|
EagleBank | Date |
EAGLEBANK
|
||
By: /s/ Ronald D. Paul
|
||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Laurence E. Bensignor
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul
|
||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Michael T. Flynn
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul | ||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ James H. Langmead
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul
|
||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Antonio F. Marquez |
EAGLEBANK
|
||
By: /s/ Ronald D. Paul | ||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Thomas D. Murphy
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul
|
||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Susan G. Riel
|
EAGLEBANK
|
||
By: /s/ Ronald D. Paul | ||
Name: Ronald D. Paul
|
||
Title: Chief Executive Officer
|
||
OFFICER
|
||
/s/ Janice Williams
|
Name of Entity
|
Jurisdiction of Organization | Ownership Interest |
Eagle Bancorp, Inc. – Registrant
|
Maryland
|
|
EagleBank |
Maryland
|
100%
|
Eagle Insurance Services, LLC | Maryland | 100% |
Fidelity & Trust Mortgage, Inc. | Maryland | 100% |
Bethesda Leasing, LLC | Maryland | 100% |
Eagle Commercial Ventures, LLC | Maryland | 100% |
Date: May 8, 2013 | /s/ Ronald D. Paul |
Chairman, President and Chief Executive Officer of the Company
|
Date: May 8, 2013
|
/s/James H. Langmead |
Executive Vice President and Chief Financial Officer of the Company |
Note 8 - Fair Value Measurements (Detail) - Assets and Liabilities at Fair Value (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Available for Sale Securities | $ 451,129 | $ 526,743 |
Municipal Bonds [Member] | Fair Value, Inputs, Level 2 [Member]
|
||
Available for Sale Securities | 86,380 | 77,313 |
Municipal Bonds [Member]
|
||
Available for Sale Securities | 86,380 | 77,313 |
US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
|
||
Available for Sale Securities | 40,124 | 49,082 |
US Government Agencies Debt Securities [Member]
|
||
Available for Sale Securities | 40,124 | 49,082 |
Residential Mortgage Backed Securities [Member] | Fair Value, Inputs, Level 2 [Member]
|
||
Available for Sale Securities | 191,578 | 173,083 |
Residential Mortgage Backed Securities [Member]
|
||
Available for Sale Securities | 191,578 | 173,083 |
Equity Securities, Other [Member] | Fair Value, Inputs, Level 1 [Member]
|
||
Available for Sale Securities | 120 | 112 |
Equity Securities, Other [Member] | Fair Value, Inputs, Level 3 [Member]
|
||
Available for Sale Securities | 229 | 230 |
Equity Securities, Other [Member]
|
||
Available for Sale Securities | 349 | 342 |
Residential Mortgage Loan Long-Term [Member] | Fair Value, Inputs, Level 2 [Member]
|
||
Available for Sale Securities | 132,698 | 226,923 |
Residential Mortgage Loan Long-Term [Member]
|
||
Available for Sale Securities | 132,698 | 226,923 |
Fair Value, Inputs, Level 1 [Member]
|
||
Available for Sale Securities | 120 | 112 |
Fair Value, Inputs, Level 2 [Member]
|
||
Available for Sale Securities | 450,780 | 526,401 |
Fair Value, Inputs, Level 3 [Member]
|
||
Available for Sale Securities | $ 229 | $ 230 |
Note 7 - Other Comprehensive Income (Detail) - Change in Each Component of Other Comprehensive Income (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
Beginning of Period [Member]
|
Dec. 31, 2012
Beginning of Period [Member]
|
Mar. 31, 2012
Beginning of Period [Member]
|
Dec. 31, 2011
Beginning of Period [Member]
|
Mar. 31, 2013
End of Period [Member]
|
Mar. 31, 2012
End of Period [Member]
|
|
Securities Available for Sale | $ 5,465 | $ 5,465 | $ 4,875 | $ 4,875 | $ 4,508 | $ 4,897 | ||
Accumulated Other Comprehensive Income | 5,465 | 5,465 | 4,875 | 4,875 | 4,508 | 4,897 | ||
Securities Available for Sale | (944) | 114 | ||||||
Accumulated Other Comprehensive Income | (944) | 114 | ||||||
Securities Available for Sale | (13) | (92) | ||||||
Accumulated Other Comprehensive Income | (13) | (92) | ||||||
Securities Available for Sale | (957) | 22 | ||||||
Accumulated Other Comprehensive Income | (957) | 22 | ||||||
Securities Available for Sale | 5,465 | 5,465 | 4,875 | 4,875 | 4,508 | 4,897 | ||
Accumulated Other Comprehensive Income | $ 5,465 | $ 5,465 | $ 4,875 | $ 4,875 | $ 4,508 | $ 4,897 |
Note 4 - Loans and Allowance for Credit Losses (Detail) - Recorded Investment In The Company's Loans And Leases (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
---|---|---|---|
Loans And Leases Receivable Net Of Deferred Income | $ 2,548,024 | $ 2,493,095 | $ 2,186,940 |
Pass [Member] | Commercial Loan [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 532,391 | 495,072 | 454,373 |
Pass [Member] | Commercial Real Estate Investment [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 886,172 | 892,569 | 815,951 |
Pass [Member] | Commercial Real Estate Owner Occupied [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 281,632 | 275,864 | 254,405 |
Pass [Member] | Residential Mortgage [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 68,521 | 61,134 | 42,308 |
Pass [Member] | Home Equity Line of Credit [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 105,857 | 104,302 | 94,925 |
Pass [Member] | Consumer, Other [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 4,106 | 4,230 | 5,149 |
Pass [Member] | Construction Loans [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 523,535 | 508,166 | 387,770 |
Pass [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 2,402,214 | 2,341,337 | 2,054,881 |
Special Mention [Member] | Commercial Loan [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 32,832 | 34,821 | 29,019 |
Special Mention [Member] | Commercial Real Estate Investment [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 19,093 | 10,668 | 4,902 |
Special Mention [Member] | Commercial Real Estate Owner Occupied [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 15,480 | 13,270 | 18,423 |
Special Mention [Member] | Residential Mortgage [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 735 | 737 | |
Special Mention [Member] | Home Equity Line of Credit [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 2,175 | 2,032 | |
Special Mention [Member] | Consumer, Other [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 11 | 12 | |
Special Mention [Member] | Construction Loans [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 17,566 | 17,862 | 32,631 |
Special Mention [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 87,892 | 79,402 | 84,975 |
Substandard [Member] | Commercial Loan [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 14,395 | 15,170 | 9,395 |
Substandard [Member] | Commercial Real Estate Investment [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 5,564 | 11,401 | 9,131 |
Substandard [Member] | Commercial Real Estate Owner Occupied [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 6,449 | 8,723 | 2,895 |
Substandard [Member] | Residential Mortgage [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 749 | ||
Substandard [Member] | Home Equity Line of Credit [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 538 | 510 | 512 |
Substandard [Member] | Consumer, Other [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 43 | 8 | |
Substandard [Member] | Construction Loans [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 30,972 | 36,502 | 24,357 |
Substandard [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 57,918 | 72,349 | 47,047 |
Doubtful [Member] | Commercial Loan [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 7 | 37 | |
Doubtful [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 7 | 37 | |
Commercial Loan [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 579,618 | 545,070 | 492,824 |
Commercial Real Estate Investment [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 910,829 | 914,638 | 829,984 |
Commercial Real Estate Owner Occupied [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 303,561 | 297,857 | 275,723 |
Residential Mortgage [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 69,256 | 61,871 | 43,057 |
Home Equity Line of Credit [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 108,570 | 106,844 | 95,437 |
Consumer, Other [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | 4,117 | 4,285 | 5,157 |
Construction Loans [Member]
|
|||
Loans And Leases Receivable Net Of Deferred Income | $ 572,073 | $ 562,530 | $ 444,758 |
Note 3 - Investment Securities Available for Sale (Detail) (USD $)
|
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
|
Debt Securities Weighted Average Duration | 4 years 73 days | ||
Federal Home Loan Bank Stock and Federal Reserve Bank Stock | $ 11,154,000 | $ 10,694,000 | $ 11,374,000 |
Available-for-sale Securities Pledged as Collateral | $ 229,700,000 |
Note 8 - Fair Value Measurements (Detail) - Assets Measured At Fair Value On A Nonrecurring Basis (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
---|---|---|---|
Commercial | $ 42,980 | $ 45,997 | $ 43,098 |
Commercial Loan [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 7,993 | 9,248 | |
Commercial Loan [Member] | Fair Value, Inputs, Level 2 [Member]
|
|||
Commercial | 4,553 | 5,198 | |
Commercial Loan [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 3,440 | 4,050 | |
Commercial Loan [Member]
|
|||
Commercial | 7,993 | 9,248 | 7,117 |
Commercial Real Estate Investment [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 5,407 | 5,600 | |
Commercial Real Estate Investment [Member] | Fair Value, Inputs, Level 2 [Member]
|
|||
Commercial | 3,459 | 3,924 | |
Commercial Real Estate Investment [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 1,948 | 1,676 | |
Commercial Real Estate Investment [Member]
|
|||
Commercial | 5,407 | 5,600 | 8,434 |
Commercial Real Estate Owner Occupied [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 6,449 | 6,659 | |
Commercial Real Estate Owner Occupied [Member] | Fair Value, Inputs, Level 2 [Member]
|
|||
Commercial | 6,449 | 6,452 | |
Commercial Real Estate Owner Occupied [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 207 | ||
Commercial Real Estate Owner Occupied [Member]
|
|||
Commercial | 6,449 | 6,659 | 207 |
Residential Mortgage [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 691 | 699 | |
Residential Mortgage [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 691 | 699 | |
Residential Mortgage [Member]
|
|||
Commercial | 691 | 699 | 731 |
Home Equity Line of Credit [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 481 | 513 | |
Home Equity Line of Credit [Member] | Fair Value, Inputs, Level 2 [Member]
|
|||
Commercial | 481 | 510 | |
Home Equity Line of Credit [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 3 | ||
Home Equity Line of Credit [Member]
|
|||
Commercial | 481 | 513 | 392 |
Consumer, Other [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Commercial | 43 | ||
Consumer, Other [Member] | Fair Value, Inputs, Level 3 [Member]
|
|||
Commercial | 43 | ||
Consumer, Other [Member]
|
|||
Commercial | 43 | 4 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Construction Loans [Member]
|
|||
Commercial | 21,959 | 23,235 | |
Estimate of Fair Value, Fair Value Disclosure [Member]
|
|||
Other real estate owned | 9,199 | 5,299 | |
Total assets measured at fair value on a nonrecurring basis | 52,179 | 51,296 | |
Fair Value, Inputs, Level 2 [Member] | Construction Loans [Member]
|
|||
Commercial | 11,995 | 12,937 | |
Fair Value, Inputs, Level 2 [Member]
|
|||
Other real estate owned | 5,449 | 4,969 | |
Total assets measured at fair value on a nonrecurring basis | 32,386 | 33,990 | |
Fair Value, Inputs, Level 3 [Member] | Construction Loans [Member]
|
|||
Commercial | 9,964 | 10,298 | |
Fair Value, Inputs, Level 3 [Member]
|
|||
Other real estate owned | 3,750 | 330 | |
Total assets measured at fair value on a nonrecurring basis | 19,793 | 17,306 | |
Construction Loans [Member]
|
|||
Commercial | $ 21,959 | $ 23,235 | $ 26,213 |
Note 6 - Stock-Based Compensation (Detail) - Stock Options Exercisable (USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Stock Options Exercisable (in Shares) | 466,015 |
Weighted-Average Exercise Price | $ 12.06 |
Exercise Price Range 1 [Member]
|
|
Exercise Price | $ 6.34 |
Exercise Price | $ 7.45 |
Stock Options Exercisable (in Shares) | 146,791 |
Weighted-Average Exercise Price | $ 6.41 |
Exercise Price Range 2 [Member]
|
|
Exercise Price | $ 7.46 |
Exercise Price | $ 10.63 |
Stock Options Exercisable (in Shares) | 113,901 |
Weighted-Average Exercise Price | $ 9.53 |
Exercise Price Range 3 [Member]
|
|
Exercise Price | $ 10.64 |
Exercise Price | $ 13.87 |
Stock Options Exercisable (in Shares) | 92,567 |
Weighted-Average Exercise Price | $ 11.23 |
Exercise Price Range 4 [Member]
|
|
Exercise Price | $ 13.88 |
Exercise Price | $ 26.86 |
Stock Options Exercisable (in Shares) | 112,756 |
Weighted-Average Exercise Price | $ 22.64 |
Note 4 - Loans and Allowance for Credit Losses (Detail) - Loans Modified in a TDR by Class (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Number of Contracsts | 8 | 8 |
TDRs | $ 16,487 | $ 16,496 |
Performing Financing Receivable [Member] | Commercial Loan [Member]
|
||
TDRs | 3,954 | 4,449 |
Performing Financing Receivable [Member] | Commercial Real Estate Investment [Member]
|
||
TDRs | 2,138 | 2,142 |
Performing Financing Receivable [Member] | Commercial Real Estate Owner Occupied [Member]
|
||
TDRs | 4,081 | 4,081 |
Performing Financing Receivable [Member] | Construction, Commercial And Residential [Member]
|
||
TDRs | 4,641 | 4,641 |
Performing Financing Receivable [Member]
|
||
TDRs | 14,814 | 15,313 |
Nonperforming Financing Receivable [Member] | Commercial Loan [Member]
|
||
TDRs | 495 | |
Nonperforming Financing Receivable [Member] | Commercial Real Estate Investment [Member]
|
||
TDRs | 217 | 217 |
Nonperforming Financing Receivable [Member] | Construction, Commercial And Residential [Member]
|
||
TDRs | 961 | 966 |
Nonperforming Financing Receivable [Member]
|
||
TDRs | 1,673 | 1,183 |
Commercial Loan [Member]
|
||
Number of Contracsts | 3 | 3 |
TDRs | 4,449 | 4,449 |
Commercial Real Estate Investment [Member]
|
||
Number of Contracsts | 2 | 2 |
TDRs | 2,355 | 2,359 |
Commercial Real Estate Owner Occupied [Member]
|
||
Number of Contracsts | 1 | 1 |
TDRs | 4,081 | 4,081 |
Construction, Commercial And Residential [Member]
|
||
Number of Contracsts | 2 | 2 |
TDRs | $ 5,602 | $ 5,607 |
Note 7 - Other Comprehensive Income (Detail) - Amounts Reclassified out of each Component of AOCI (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Realized gain on sale of investment securities | $ (23) | $ (153) |
Tax | (10) | (61) |
Total Reclassifications | $ (13) | $ (92) |
Note 1 - Summary of Significant Accounting Policies
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Significant Accounting Policies [Text Block] |
1.
Summary of Significant Accounting Policies
Basis
of Presentation
The
Consolidated Financial Statements include the accounts of
Eagle Bancorp, Inc. and its subsidiaries (the
“Company”), EagleBank (the “Bank”),
Eagle Commercial Ventures, LLC (“ECV”), Eagle
Insurance Services, LLC, and Bethesda Leasing, LLC, with all
significant intercompany transactions eliminated.
The
consolidated financial statements of the Company included
herein are unaudited. The consolidated financial statements
reflect all adjustments, consisting of normal recurring
accruals that in the opinion of management, are necessary to
present fairly the results for the periods presented. The
amounts as of and for the year ended December 31, 2012 were
derived from audited consolidated financial statements.
Certain information and note disclosures normally included in
financial statements prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”)
have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. There
have been no significant changes to the Company’s
Accounting Policies as disclosed in the Company’s
Annual Report on Form 10-K for the year ended December 31,
2012. The Company believes that the disclosures are adequate
to make the information presented not misleading. Certain
reclassifications have been made to amounts previously
reported to conform to the current period
presentation.
These
statements should be read in conjunction with the audited
consolidated financial statements and related notes included
in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2012. Operating results for the three
months ended March 31, 2013 are not necessarily indicative of
the results of operations to be expected for the remainder of
the year, or for any other period.
Nature
of Operations
The
Company, through the Bank, conducts a full service community
banking business, primarily in Montgomery County, Maryland;
Washington, DC; City of Alexandria, Virginia and Arlington
and Fairfax Counties in Virginia. The primary financial
services offered by the Bank include real estate, commercial
and consumer lending, as well as traditional deposit and
repurchase agreement products. The Bank is also active in the
origination and sale of residential mortgage loans and the
origination of small business loans. The guaranteed portion
of small business loans, guaranteed by the Small Business
Administration (“SBA”), is typically sold to
third party investors in a transaction apart from the
loan’s origination. The Bank offers its products and
services through eighteen branch offices and various
electronic capabilities, including remote deposit services.
Eagle Insurance Services, LLC, a subsidiary of the Bank,
offers access to insurance products and services through a
referral program with a third party insurance broker. Eagle
Commercial Ventures, LLC, a direct subsidiary of the Company,
provides subordinated financing for the acquisition,
development and construction of real estate
projects. These transactions involve higher levels
of risk, together with commensurate higher returns. Refer to
Higher Risk Lending – Revenue Recognition below.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts in the financial statements and
accompanying notes. Actual results may differ from
those estimates and such differences could be material to the
financial statements.
Cash
Flows
For
purposes of reporting cash flows, cash and cash equivalents
include cash and due from banks, federal funds sold, and
interest bearing deposits with other banks which have an
original maturity of three months or less.
Loans
Held for Sale
The
Company engages in sales of residential mortgage loans and
the guaranteed portion of Small Business Administration loans
originated by the Bank. Loans held for sale are carried at
the lower of aggregate cost or fair value. Fair value is
derived from secondary market quotations for similar
instruments. Gains and losses on sales of these loans are
recorded as a component of noninterest income in the
Consolidated Statements of Operations.
The
Company’s current practice is to sell residential
mortgage loans on a servicing released basis, and, therefore,
it has no intangible asset recorded for the value of such
servicing as of March 31, 2013, December 31, 2012, and March
31, 2012. The sale of the guaranteed portion of SBA loans on
a servicing retained basis gives rise to an Excess Servicing
Asset, which is computed on a loan by loan basis with the
unamortized amount being included in Other Assets in the
Consolidated Balance Sheet. This Excess Servicing Asset is
being amortized on a straight-line basis (with adjustment for
prepayments) as an offset to servicing fees collected and is
included in other noninterest income in the Consolidated
Statement of Operations.
The
Company enters into commitments to originate residential
mortgage loans whereby the interest rate on the loan is
determined prior to funding (i.e. rate lock commitments).
Such rate lock commitments on mortgage loans to be sold in
the secondary market are considered to be derivatives. The
period of time between issuance of a loan commitment and
closing and sale of the loan generally ranges from 30 to 90
days under current market conditions. The Company protects
itself from changes in interest rates through the use of best
efforts forward delivery commitments, whereby the Company
commits to sell a loan at a premium at the time the borrower
commits to an interest rate with the intent that the buyer
has assumed the interest rate risk on the loan. As a result,
the Company is not exposed to losses on loans sold nor will
it realize gains, related to rate lock commitments due to
changes in interest rates.
The
market values of rate lock commitments and best efforts
contracts are not readily ascertainable with precision
because rate lock commitments and best efforts contracts are
not actively traded. Because of the high correlation between
rate lock commitments and best efforts contracts, no gain or
loss should occur on the rate lock commitments.
Investment
Securities
The
Company has no securities classified as trading, nor are any
investment securities classified as held to maturity.
Marketable equity securities and debt securities not
classified as held to maturity or trading are classified as
available-for-sale. Securities available-for-sale are
acquired as part of the Company’s asset/liability
management strategy and may be sold in response to changes in
interest rates, current market conditions, loan demand,
changes in prepayment risk and other factors. Securities
available-for-sale are carried at fair value, with unrealized
gains or losses being reported as accumulated other
comprehensive income, a separate component of
shareholders’ equity, net of deferred income tax.
Realized gains and losses, using the specific identification
method, are included as a separate component of noninterest
income in the Consolidated Statements of Operations.
Premiums
and discounts on investment securities are amortized/accreted
to the earlier of call or maturity based on expected lives,
which lives are adjusted based on prepayment assumptions and
call optionality if any. Declines in the fair value of
individual available-for-sale securities below their cost
that are other-than-temporary in nature result in write-downs
of the individual securities to their fair value. Factors
affecting the determination of whether other-than-temporary
impairment has occurred include a downgrading of the security
by a rating agency, a significant deterioration in the
financial condition of the issuer, or a change in
management’s intent and ability to hold a security for
a period of time sufficient to allow for any anticipated
recovery in fair value. 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 (1)
duration and magnitude of the decline in value, (2) the
financial condition of the issuer or issuers and (3)
structure of the security.
The
entire amount of an impairment loss is recognized in earnings
only when (1) the Company intends to sell the security, or
(2) it is more likely than not that the Company will have to
sell the security before recovery of its amortized cost
basis, or (3) the Company does not expect to recover the
entire amortized cost basis of the security. In all other
situations, only the portion of the impairment loss
representing the credit loss must be recognized in earnings,
with the remaining portion being recognized in
shareholders’ equity as comprehensive income, net of
deferred taxes.
Loans
Loans
are stated at the principal amount outstanding, net of
unamortized deferred costs and fees. Interest
income on loans is accrued at the contractual rate on the
principal amount outstanding. It is the
Company’s policy to discontinue the accrual of interest
when circumstances indicate that collection is doubtful.
Deferred fees and costs are being amortized on the interest
method over the term of the loan.
Management
considers loans impaired when, based on current information,
it is probable that the Company will not collect all
principal and interest payments according to contractual
terms. Loans are evaluated for impairment in accordance with
the Company’s portfolio monitoring and ongoing risk
assessment procedures.
Management considers the financial condition of the borrower,
cash flow of the borrower, payment status of the loan, and
the value of the collateral, if any, securing the loan.
Generally, impaired loans do not include large groups of
smaller balance homogeneous loans such as residential real
estate and consumer type loans which are evaluated
collectively for impairment and are generally placed on
nonaccrual when the loan becomes 90 days past due as to
principal or interest. Loans specifically reviewed for
impairment are not considered impaired during periods of
“minimal delay” in payment (ninety days or less)
provided eventual collection of all amounts due is
expected. The impairment of a loan is measured based on
the present value of expected future cash flows discounted at
the loan’s effective interest rate, or the fair value
of the collateral if repayment is expected to be provided
solely by the collateral. In appropriate circumstances,
interest income on impaired loans may be recognized on the
cash basis.
Higher
Risk Lending – Revenue Recognition
The
Company has occasionally made higher risk acquisition,
development, and construction (“ADC”) loans that
entail higher risks than ADC loans made following normal
underwriting practices (“higher risk loan
transactions”). These higher risk loan transactions are
currently made through the Company’s subsidiary, ECV.
This activity is limited as to individual transaction amount
and total exposure amounts based on capital levels and is
carefully monitored. The loans are carried on the balance
sheet at amounts outstanding and meet the loan classification
requirements of the Accounting Standards Executive Committee
(“AcSEC”) guidance reprinted from the CPA Letter,
Special Supplement, dated February 10, 1986 (also referred to
as Exhibit 1 to AcSEC Practice Bulletin No. 1). Additional
interest earned on certain of these higher risk loan
transactions (as defined in the individual loan agreements)
is recognized as realized under the provisions contained in
AcSEC’s guidance reprinted from the CPA Letter, Special
Supplement, dated February 10, 1986 (also referred to as
Exhibit 1 to AcSEC Practice Bulletin No.1) and Staff
Accounting Bulletin No. 101 (Revenue Recognition in Financial
Statements). Such additional interest is included as a
component of noninterest income. ECV recorded no
additional interest on higher risk transactions during 2013
and 2012 (although normal interest income was recorded). ECV
had five higher risk lending transactions with balances
outstanding at March 31, 2013 and four such transactions
outstanding at December 31, 2012, amounting to $7.4 million
and $3.5 million, respectively.
Allowance
for Credit Losses
The
allowance for credit losses represents an amount which, in
management’s judgment, is adequate to absorb probable
losses on existing loans and other extensions of credit that
may become uncollectible. The adequacy of the allowance for
credit losses is determined through careful and continuous
review and evaluation of the loan portfolio and involves the
balancing of a number of factors to establish a prudent level
of allowance. Among the factors considered in
evaluating the adequacy of the allowance for credit losses
are lending risks associated with growth and entry into new
markets, loss allocations for specific credits, the level of
the allowance to nonperforming loans, historical loss
experience, economic conditions, portfolio trends and credit
concentrations, changes in the size and character of the loan
portfolio, and management’s judgment with respect to
current and expected economic conditions and their impact on
the existing loan portfolio. Allowances for impaired loans
are generally determined based on collateral values. Loans or
any portion thereof deemed uncollectible are charged against
the allowance, while recoveries are credited to the
allowance. Management adjusts the level of the allowance
through the provision for credit losses, which is recorded as
a current period operating expense. The allowance for credit
losses consists of allocated and unallocated
components.
The
components of the allowance for credit losses represent an
estimation done pursuant to Accounting Standards Codification
(“ASC”) Topic 450, “Contingencies,”
or ASC Topic 310, “Receivables.”
Specific allowances are established in cases where management
has identified significant conditions or circumstances
related to a specific credit that management believes
indicate the probability that a loss may be incurred. For
potential problem credits for which specific allowance
amounts have not been determined, the Company establishes
allowances according to the application of credit risk
factors. These factors are set by management and
approved by the appropriate Board Committee to reflect its
assessment of the relative level of risk inherent in each
risk grade. A third component of the allowance
computation, termed a nonspecific or environmental factors
allowance, is based upon management’s evaluation of
various environmental conditions that are not directly
measured in the determination of either the specific
allowance or formula allowance. Such conditions
include general economic and business conditions affecting
key lending areas, credit quality trends (including trends in
delinquencies and nonperforming loans expected to result from
existing conditions), loan volumes and concentrations,
specific industry conditions within portfolio categories,
recent loss experience in particular loan categories,
duration of the current business cycle, bank regulatory
examination results, findings of outside review consultants,
and management’s judgment with respect to various other
conditions including credit administration and management and
the quality of risk identification systems. Executive
management reviews these environmental conditions quarterly,
and documents the rationale for all changes.
Management
believes that the allowance for credit losses is adequate;
however, determination of the allowance is inherently
subjective and requires significant estimates. While
management uses available information to recognize losses on
loans, future additions to the allowance may be necessary
based on changes in economic conditions. Evaluation of the
potential effects of these factors on estimated losses
involves a high degree of uncertainty, including the strength
and timing of economic cycles and concerns over the effects
of a prolonged economic downturn in the current cycle. In
addition, various regulatory agencies, as an integral part of
their examination process, and independent consultants
engaged by the Bank periodically review the Bank’s loan
portfolio and allowance for credit losses. Such review may
result in recognition of adjustments to the allowance based
on their judgments of information available to them at the
time of their examination.
Premises
and Equipment
Premises
and equipment are stated at cost less accumulated
depreciation and amortization computed using the
straight-line method for financial reporting
purposes. Premises and equipment are depreciated
over the useful lives of the assets, which generally range
from five to seven years for furniture, fixtures and
equipment, to three to five years for computer software and
hardware, and to ten to forty years for buildings and
building improvements. Leasehold improvements are
amortized over the terms of the respective leases, which may
include renewal options where management has the positive
intent to exercise such options, or the estimated useful
lives of the improvements, whichever is shorter. The costs of
major renewals and betterments are capitalized, while the
costs of ordinary maintenance and repairs are expensed as
incurred. These costs are included as a component of premises
and equipment expenses on the Consolidated Statements of
Operations.
Other
Real Estate Owned (OREO)
Assets
acquired through loan foreclosure are held for sale and are
initially recorded at the lower of cost or fair value less
estimated selling costs when acquired, establishing a new
cost basis. The new basis is supported by recent appraisals.
Costs after acquisition are generally expensed. If the fair
value of the asset declines, a write-down is recorded through
expense. The valuation of foreclosed assets is subjective in
nature and may be adjusted in the future because of changes
in economic conditions or review by regulatory
examiners.
Goodwill
and Other Intangible Assets
Goodwill
and other intangible assets are subject to impairment testing
at least annually, or when events or changes in circumstances
indicate the assets might be impaired. Intangible assets
(other than goodwill) are amortized to expense using
accelerated or straight-line methods over their respective
estimated useful lives. The Company’s
testing of potential goodwill impairment (which is performed
annually) at December 31, 2012, resulted in no impairment
being recorded.
Customer
Repurchase Agreements
The
Company enters into agreements under which it sells
securities subject to an obligation to repurchase the same
securities. Under these arrangements, the Company may
transfer legal control over the assets but still retain
effective control through an agreement that both entitles and
obligates the Company to repurchase the assets. As
a result, securities sold under agreements to repurchase are
accounted for as collateralized financing arrangements and
not as a sale and subsequent repurchase of
securities. The agreements are entered into
primarily as accommodations for large commercial deposit
customers. The obligation to repurchase the
securities is reflected as a liability in the Company’s
Consolidated Statement of Condition, while the securities
underlying the securities sold under agreements to repurchase
remain in the respective assets accounts and are delivered to
and held as collateral by third party trustees.
Marketing
and Advertising
Marketing
and advertising costs are generally expensed as
incurred.
Income
Taxes
The
Company employs the liability method of accounting for income
taxes as required by ASC Topic 740, “Income
Taxes.” Under the liability method, deferred tax
assets and liabilities are determined based on differences
between the financial statement carrying amounts and the tax
bases of existing assets and liabilities (i.e., temporary
timing differences) and are measured at the enacted rates
that will be in effect when these differences reverse. The
Company utilizes statutory requirements for its income tax
accounting, and avoids risks associated with potentially
problematic tax positions that may incur challenge upon
audit, where an adverse outcome is more likely than not.
Therefore, no provisions are made for either uncertain tax
positions nor accompanying potential tax penalties and
interest for underpayments of income taxes in the
Company’s tax reserves. In accordance with ASC Topic
740, the Company may establish a reserve against deferred tax
assets in those cases where realization is less than certain,
although no such reserves exist at either March 31, 2013 or
December 31, 2012.
Transfer
of Financial Assets
Transfers
of financial assets are accounted for as sales, when control
over the assets has been surrendered. Control over
transferred assets is deemed to be surrendered when (1) the
assets have been isolated from the Company, (2) the
transferee obtains the right (free of conditions that
constrain it from taking advantage of that right) to pledge
or exchange the transferred assets, and (3) the Company does
not maintain effective control over the transferred assets
through an agreement to repurchase them before their
maturity. In certain cases, the recourse to the Bank to
repurchase assets may exist but is deemed immaterial based on
the specific facts and circumstances.
Earnings
per Common Share
Basic
net income per common share is derived by dividing net income
available to common shareholders by the weighted-average
number of common shares outstanding during the period
measured. Diluted earnings per common share is
computed by dividing net income available to common
shareholders by the weighted-average number of common shares
outstanding during the period measured including the
potential dilutive effects of common stock
equivalents.
Stock-Based
Compensation
In
accordance with ASC Topic 718, “Compensation,”
the Company records as compensation expense an
amount equal to the amortization (over the remaining service
period) of the fair value computed at the date of grant.
Compensation expense on variable stock option grants (i.e.
performance based grants) is recorded based on the
probability of achievement of the goals underlying the
performance grant. Refer to Note 6 for a description of
stock-based compensation awards, activity and expense.
New
Authoritative Accounting Guidance
In
February 2013, the FASB issued ASU 2013-02, “Comprehensive
Income (Topic 220) – Reporting of Amounts Reclassified
Out of Accumulated Other Comprehensive Income.”
ASU 2013-02 amends recent guidance related to the reporting
of comprehensive income to enhance the reporting of
reclassifications out of accumulated other comprehensive
income. The Company adopted the provisions of ASU No. 2013-02
effective January 1, 2013. As the Company provided these
required disclosures in the notes to the Consolidated
Financial Statements, the adoption of ASU No. 2013-02 had no
impact on the Company's consolidated statements of income and
condition. See Note 7 to the Consolidated Financial
Statements for the disclosures required by ASU No.
2013-02.
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