GREAT SOUTHERN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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Maryland
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000-18082
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43-1524856
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||
(State or other jurisdiction
of incorporation)
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(Commission
File Number
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I.R.S. Employer
Identification No.)
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1451 East Battlefield, Springfield, Missouri
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65804
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(Address of principal executive offices)
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(Zip Code)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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GREAT SOUTHERN BANCORP, INC.
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|
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Date: July 19, 2017
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By: /s/ Joseph W. Turner
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Joseph W. Turner
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President and Chief Executive Officer
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Exhibit No.
|
|
Description
|
|
|
|
99.1
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Press release dated July 19, 2017
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July 19, 2017
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FOR IMMEDIATE RELEASE
|
|
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CONTACT: Kelly Polonus, Great Southern, (417) 895-5242
kpolonus@greatsouthernbank.com
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●
|
Significant Unusual Income or Expense Items: During the three months ended June 30, 2017, the Company recorded the following unusual items. In June 2017, the Company finalized an agreement with the FDIC to terminate the loss sharing agreements for Inter Savings Bank. The Company recorded a pre-tax gain on the termination (net of associated costs) of $7.5 million, which is included in the Consolidated Statements of Income under "Noninterest Income – Accretion (amortization) of income related to business acquisitions." For further discussion of the loss sharing agreement termination, see "Loss Sharing Agreements." FHLB advances totaling $31.4 million were repaid prior to maturity resulting in prepayment penalties of $340,000, which is included in the Consolidated Statements of Income under "Noninterest Expense – Other operating expenses." The Company sold and otherwise disposed of fixed assets at a net loss of $136,000, which is included in the Consolidated Statements of Income under "Noninterest Income – Other income."
|
●
|
Total Loans: Total gross loans (including the undisbursed portion of loans), excluding FDIC-assisted acquired loans and mortgage loans held for sale, increased $126.9 million, or 3.1%, from December 31, 2016, to June 30, 2017. This increase was primarily in construction loans, commercial real estate loans and other residential (multi-family) real estate loans. These increases were partially offset by decreases in consumer loans and one- to four-family residential loans. The FDIC-acquired loan portfolios had net decreases totaling $40.0 million during the six months ended June 30, 2017. Outstanding loans receivable balances increased $12.9 million, from $3.76 billion at December 31, 2016 to $3.77 billion at June 30, 2017, and increased $45.2 million, from $3.73 billion at March 31, 2017.
|
●
|
Asset Quality: Non-performing assets and potential problem loans, excluding those previously covered by FDIC loss sharing agreements and those acquired in the FDIC-assisted transaction with Valley Bank, which are accounted for and analyzed as loan pools rather than individual loans, totaled $37.2 million at June 30, 2017, a decrease of $9.1 million from $46.3 million at December 31, 2016 and a decrease of $8.8 million from $46.0 million at March 31, 2017. Non-performing assets at June 30, 2017 were $35.0 million (0.79% of total assets), down $4.3 million from $39.3 million (0.86% of total assets) at December 31, 2016 and down $6.0 million from $41.0 million (0.92% of total assets) at March 31, 2017.
|
●
●
|
Capital: The capital position of the Company continues to be strong, significantly exceeding the thresholds established by regulators. On a preliminary basis, as of June 30, 2017, the Company's Tier 1 Leverage Ratio was 10.5%, Common Equity Tier 1 Capital Ratio was 10.4%, Tier 1 Capital Ratio was 10.9%, and Total Capital Ratio was 13.6%.
Net Interest Income: Net interest income for the second quarter of 2017 decreased $2.8 million to $37.9 million compared to $40.7 million for the second quarter of 2016. Net interest income was $38.7 million for the first quarter of 2017. Net interest margin was 3.68% for the quarter ended June 30, 2017, compared to 4.10% for the second quarter of 2016 and 3.78% for the quarter ended March 31, 2017. The decrease in the margin from the prior year second quarter was primarily the result of a reduction in the additional yield accretion recognized in conjunction with updated estimates of the fair value of the acquired loan pools compared to the prior periods, partially offset by increased total average loans. Increased average interest rates on deposits and other borrowings also contributed to
|
|
lower net interest margin. The positive impact on net interest margin from the additional yield accretion on acquired loan pools that was recorded during the period was 12, 39 and 18 basis points for the quarters ended June 30, 2017, June 30, 2016, and March 31, 2017, respectively. For further discussion of the additional yield accretion of the discount on acquired loan pools, see "Net Interest Income."
|
(In thousands, except per share data)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Net interest income
|
$
|
37,901
|
$
|
40,662
|
$
|
76,602
|
$
|
81,780
|
||||||||
Provision for loan losses
|
1,950
|
2,300
|
4,200
|
4,401
|
||||||||||||
Non-interest income
|
15,800
|
8,916
|
23,496
|
13,890
|
||||||||||||
Non-interest expense
|
28,371
|
29,807
|
56,941
|
60,726
|
||||||||||||
Provision for income taxes
|
7,204
|
4,937
|
11,262
|
8,216
|
||||||||||||
Net income and net income available to
common shareholders
|
$
|
16,176
|
$
|
12,534
|
$
|
27,695
|
$
|
22,327
|
||||||||
Earnings per diluted common share
|
$
|
1.14
|
$
|
0.89
|
$
|
1.95
|
$
|
1.59
|
||||||||
Three Months Ended
|
||||||||||||
June 30, 2017
|
June 30, 2016
|
|||||||||||
(In thousands, except basis points data)
|
||||||||||||
Impact on net interest income/
net interest margin (in basis points) |
$
|
1,282
|
12 bps
|
$
|
3,858
|
39 bps
|
||||||
Non-interest income
|
—
|
(1,774
|
)
|
|||||||||
Net impact to pre-tax income
|
$
|
1,282
|
$
|
2,084
|
Six Months Ended
|
||||||||||||
June 30, 2017
|
June 30, 2016
|
|||||||||||
(In thousands, except basis points data)
|
||||||||||||
Impact on net interest income/ net interest margin (in basis points) |
$ | 3,262 |
16 bps
|
$ | 9,240 |
47 bps
|
||||||
Non-interest income
|
(634
|
)
|
(4,708
|
)
|
||||||||
Net impact to pre-tax income
|
$
|
2,628
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$
|
4,532
|
●
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Gain on early termination of FDIC loss sharing agreement for Inter Savings Bank: As discussed above, and as previously disclosed in the Company's news release dated June 9, 2017, the Company's loss sharing agreement with the FDIC related to Inter Savings Bank was terminated early and the Company received a payment of $15.0 million to settle all outstanding items related to the terminated agreement. The Company recognized a one-time gross gain of $7.7 million related to the termination, which was recorded in the accretion of income related to business acquisitions line item of the consolidated statements of income during the three months ended June 30, 2017.
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●
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Amortization of income related to business acquisitions: Because of the termination of the loss sharing agreements, the net amortization expense related to business acquisitions was $-0- for the quarter ended June 30, 2017, compared to $1.6 million for the quarter ended June 30, 2016.
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●
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Late charges and fees on loans: Late charges and fees on loans increased $306,000 compared to the prior year quarter. The increase was primarily due to fees on loan payoffs totaling $130,000 received on two loan relationships.
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●
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Net realized gains on sales of available-for-sale securities: During the 2016 quarter the Company sold an investment held by Bancorp for a gain of $2.7 million. There were no gains on sales of investments in the current quarter.
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●
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Gain on early termination of FDIC loss sharing agreement for Inter Savings Bank: As discussed above, and as previously disclosed in the Company's news release dated June 9, 2017, the Company's loss sharing agreement with the FDIC related to Inter Savings Bank was terminated early and the Company received a payment of $15.0 million to settle all outstanding items related to the terminated agreement. The Company recognized a one-time gross gain of $7.7 million related to the termination, which was recorded in the accretion of income related to business acquisitions line item of the consolidated statements of income during the six months ended June 30, 2017.
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●
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Amortization of income related to business acquisitions: The net amortization expense related to business acquisitions was $489,000 for the six months ended June 30, 2017, compared to $4.9 million for the six months ended June 30, 2016. The amortization expense for the six months ended June 30, 2017, consisted of the following items: $507,000 of amortization expense related to the changes in cash flows expected to be collected from the FDIC-covered loan portfolios acquired from InterBank and $140,000 of amortization of the clawback liability. Partially offsetting the expense was income from the accretion of the discount related to the indemnification asset for the InterBank acquisition of $158,000.
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●
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Late charges and fees on loans: Late charges and fees on loans increased $607,000 compared to the prior year period. The increase was primarily due to fees on loan payoffs totaling $632,000 received on four loan relationships.
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●
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Other income: Other income decreased $420,000 compared to the prior year period. During the 2016 period, the Company recognized a $257,000 gain on the sale of the Thayer, Mo., branch and deposits and a $110,000 gain on the sale of the Buffalo, Mo., branch and deposits. In addition, a gain of $238,000 was recognized on sales of fixed assets unrelated to the branch sales during the 2016 period. There were no similar transactions during the 2017 period.
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●
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Net realized gains on sales of available-for-sale securities: During the 2016 period the Company sold an investment held by Bancorp for a gain of $2.7 million. There were no gains on sales of investments in the current year period.
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●
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Salaries and employee benefits: Salaries and employee benefits decreased $748,000 from the prior year quarter. In the 2016 period, compensation expense was still elevated due to the then-recent Fifth Third branch and deposit acquisition. Subsequent to June 30, 2016, some of the employees related to those operations left the Company and many were not replaced. In 2017, residential loan originations have been lower than in the prior year period, resulting in less incentive compensation for loan originators and staff. The Company has also recently reorganized some staff functions in certain areas to operate more efficiently. In addition, there are budgeted but unfilled positions in various areas of the Company that have resulted in lower compensation costs in some areas.
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●
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Net occupancy and equipment expense: Net occupancy expense decreased $354,000 in the quarter ended June 30, 2017 compared to the same quarter in 2016. The decrease was primarily due to furniture, fixtures and equipment, and computer equipment which became fully depreciated during the past year resulting in less depreciation expense during the current year.
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●
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Insurance expense: Insurance expense decreased $284,000 in the quarter ended June 30, 2017 compared to the prior year quarter primarily due to a reduction in FDIC insurance premiums resulting from a change in the FDIC insurance assessment rates, which went into effect during the fourth quarter of 2016. Because the FDIC's deposit insurance fund hit a predetermined threshold, deposit insurance rates for many banks, including ours, have been reduced.
|
●
|
Partnership tax credit: Partnership tax credit expense decreased $203,000 in the quarter ended June 30, 2017 compared to the same quarter in 2016. The decrease was primarily due to the end of the amortization period for some of the Company's new market tax credits and the investment in those tax credits has been written off.
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●
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Other operating expenses: Other operating expenses increased $404,000 in the quarter ended June 30, 2017 compared to the same period in 2016. This increase was primarily due to the $340,000 prepayment penalty incurred when FHLB advances totaling $31.4 million were repaid prior to maturity.
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●
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Fifth Third Bank branch acquisition expenses: During the 2016 period, the Company incurred approximately $1.4 million of one-time expenses related to the acquisition of certain branches from Fifth Third Bank. Those expenses included approximately $124,000 of compensation expense, approximately $385,000 of legal, audit and other professional fees expense, approximately $294,000 of computer license and support expense, approximately $436,000 in charges to replace former Fifth Third Bank customer checks with Great Southern Bank checks, and approximately $79,000 of travel, meals and other expenses related to the transaction.
|
●
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Salaries and employee benefits: Salaries and employee benefits decreased $779,000 from the prior year period. In the 2016 period, the Company incurred one-time acquisition related net salary and retention bonus and other compensation expenses paid as part of the Fifth Third branch transaction totaling $124,000. Compensation expense also decreased for the reasons outlined in the second quarter discussion above.
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●
|
Net occupancy expense: Net occupancy expense decreased $880,000 in the six months ended June 30, 2017 compared to the same period in 2016. During 2016, the Company had one-time expenses as part of the acquisition of the Fifth Third banking centers of $279,000 and increased computer license and support costs of $247,000 with no similar expenses in the current year period.
|
●
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Expense on foreclosed assets: Expense on foreclosed assets decreased $534,000 compared to the prior year period due to expenses and valuation write-downs of foreclosed assets during the 2016 period, primarily related to three properties, totaling approximately $978,000, partially offset by expenses and write-downs in the current year period.
|
●
|
Insurance expense: Insurance expense decreased $438,000 in the six months ended June 30, 2017 compared to the prior year period primarily due to a reduction in FDIC insurance premiums resulting from a change in the FDIC insurance assessment rates, which went into effect during the fourth quarter of 2016. Because the FDIC's deposit insurance fund hit a predetermined threshold, deposit insurance rates for many banks, including ours, have been reduced.
|
●
|
Partnership tax credit: Partnership tax credit expense decreased $345,000 in the six months ended June 30, 2017 compared to the same period in 2016. The decrease was primarily due to the end of the amortization period for some of the Company's new market tax credits and the investment in those tax credits has been written off.
|
●
|
Legal, audit and other professional fees: Legal, audit and other professional fees decreased $271,000 from the prior year period due to additional expenses in the 2016 period related to the Fifth Third transaction, as noted in the Fifth Third Bank branch acquisition expenses above.
|
June 30,
2017
|
March 31,
2017
|
December 31,
2016
|
December 31,
2015
|
December 31,
2014
|
||||||||||||||||
Closed loans with unused available lines
|
||||||||||||||||||||
Secured by real estate (one- to four-family)
|
$
|
129,894
|
$
|
127,527
|
$
|
123,433
|
$
|
105,390
|
$
|
92,286
|
||||||||||
Secured by real estate (not one- to four-family)
|
17,486
|
22,234
|
26,062
|
21,857
|
23,909
|
|||||||||||||||
Not secured by real estate - commercial business
|
99,680
|
93,541
|
79,937
|
63,865
|
63,381
|
|||||||||||||||
|
||||||||||||||||||||
Closed construction loans with unused
available lines
|
||||||||||||||||||||
Secured by real estate (one-to four-family)
|
8,767
|
8,419
|
10,047
|
14,242
|
17,564
|
|||||||||||||||
Secured by real estate (not one-to four-family)
|
604,999
|
583,396
|
542,326
|
385,969
|
356,913
|
|||||||||||||||
|
||||||||||||||||||||
Loan Commitments not closed
|
||||||||||||||||||||
Secured by real estate (one-to four-family)
|
18,769
|
20,252
|
15,884
|
13,411
|
12,700
|
|||||||||||||||
Secured by real estate (not one-to four-family)
|
149,317
|
61,543
|
119,126
|
120,817
|
54,643
|
|||||||||||||||
Not secured by real estate - commercial business
|
10,244
|
4,558
|
7,022
|
—
|
—
|
|||||||||||||||
|
||||||||||||||||||||
$
|
1,039,156
|
$
|
921,470
|
$
|
923,837
|
$
|
725,551
|
$
|
621,396
|
Beginning
Balance,
April 1
|
Additions to
Non-
Performing
|
Removed
from Non-
Performing
|
Transfers
to Potential
Problem
Loans
|
Transfers to
Foreclosed
Assets
|
Charge-Offs
|
Payments
|
Ending
Balance,
June 30 |
|||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
One- to four-family construction
|
$
|
381
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
(2
|
)
|
$
|
379
|
|||||||||||||||
Subdivision construction
|
107
|
—
|
—
|
—
|
—
|
—
|
(2
|
)
|
105
|
|||||||||||||||||||||||
Land development
|
3,919
|
139
|
—
|
—
|
—
|
(92
|
)
|
(3,827
|
)
|
139
|
||||||||||||||||||||||
Commercial construction
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
One- to four-family residential
|
1,547
|
420
|
—
|
(289
|
)
|
(47
|
)
|
(10
|
)
|
(119
|
)
|
1,502
|
||||||||||||||||||||
Other residential
|
164
|
—
|
—
|
—
|
—
|
(2
|
)
|
—
|
162
|
|||||||||||||||||||||||
Commercial real estate
|
2,914
|
1,457
|
—
|
—
|
—
|
(1,291
|
)
|
(526
|
)
|
2,554
|
||||||||||||||||||||||
Commercial business
|
4,351
|
1,042
|
—
|
—
|
—
|
—
|
(5
|
)
|
5,388
|
|||||||||||||||||||||||
Consumer
|
2,691
|
1,367
|
(84
|
)
|
(21
|
)
|
(136
|
)
|
(343
|
)
|
(439
|
)
|
3,035
|
|||||||||||||||||||
Total
|
$
|
16,074
|
$
|
4,425
|
$
|
(84
|
)
|
$
|
(310
|
)
|
$
|
(183
|
)
|
$
|
(1,738
|
)
|
$
|
(4,920
|
)
|
$
|
13,264
|
|||||||||||
Beginning
Balance,
April 1
|
Additions to
Potential
Problem
|
Removed
from
Potential
Problem
|
Transfers to
Non-
Performing
|
Transfers to
Foreclosed
Assets
|
Charge-Offs
|
Payments
|
Ending
Balance,
June 30 |
|||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
One- to four-family construction
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Subdivision construction
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Land development
|
432
|
—
|
—
|
(139
|
)
|
—
|
—
|
(288
|
)
|
5
|
||||||||||||||||||||||
Commercial construction
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
One- to four-family residential
|
728
|
445
|
—
|
(131
|
)
|
—
|
—
|
(6
|
)
|
1,036
|
||||||||||||||||||||||
Other residential
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Commercial real estate
|
2,515
|
—
|
—
|
(803
|
)
|
—
|
—
|
(968
|
)
|
744
|
||||||||||||||||||||||
Commercial business
|
1,155
|
—
|
—
|
(970
|
)
|
—
|
—
|
(76
|
)
|
109
|
||||||||||||||||||||||
Consumer
|
216
|
124
|
—
|
(4
|
)
|
—
|
(8
|
)
|
(43
|
)
|
285
|
|||||||||||||||||||||
Total
|
$
|
5,046
|
$
|
569
|
$
|
—
|
$
|
(2,047
|
)
|
$
|
—
|
$
|
(8
|
)
|
$
|
(1,381
|
)
|
$
|
2,179
|
|||||||||||||
Beginning
Balance,
April 1
|
Additions
|
ORE Sales
|
Capitalized
Costs
|
ORE Write-
Downs
|
Ending
Balance,
June 30 |
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
One-to four-family construction
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||
Subdivision construction
|
6,313
|
—
|
(96
|
)
|
—
|
—
|
6,217
|
|||||||||||||||||
Land development
|
10,692
|
—
|
—
|
—
|
(370
|
)
|
10,322
|
|||||||||||||||||
Commercial construction
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
One- to four-family residential
|
1,210
|
47
|
(792
|
)
|
—
|
—
|
465
|
|||||||||||||||||
Other residential
|
810
|
—
|
(810
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Commercial real estate
|
3,210
|
—
|
(935
|
)
|
—
|
—
|
2,275
|
|||||||||||||||||
Commercial business
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Consumer
|
2,668
|
3,373
|
(3,535
|
)
|
—
|
—
|
2,506
|
|||||||||||||||||
Total
|
$
|
24,903
|
$
|
3,420
|
$
|
(6,168
|
)
|
$
|
—
|
$
|
(370
|
)
|
$
|
21,785
|
||||||||||
June 30,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
Selected Financial Condition Data:
|
(In thousands)
|
|||||||
Total assets
|
$
|
4,447,095
|
$
|
4,550,663
|
||||
Loans receivable, gross
|
3,814,582
|
3,802,235
|
||||||
Allowance for loan losses
|
36,533
|
37,400
|
||||||
Other real estate owned, net
|
30,114
|
32,658
|
||||||
Available-for-sale securities, at fair value
|
195,144
|
213,872
|
||||||
Deposits
|
3,572,645
|
3,677,230
|
||||||
Total borrowings
|
396,744
|
416,786
|
||||||
Total common stockholders' equity
|
453,550
|
429,806
|
||||||
Non-performing assets (excluding FDIC-assisted transaction assets)
|
35,049
|
39,330
|
Three Months Ended
|
Six Months Ended
|
Three Months Ended
|
||||||||||||||||||
June 30,
|
June 30,
|
March 31,
|
||||||||||||||||||
2017
|
2016
|
2017
|
2016
|
2017
|
||||||||||||||||
Selected Operating Data:
|
(Dollars in thousands, except per share data)
|
|||||||||||||||||||
Interest income
|
$
|
44,744
|
$
|
45,636
|
$
|
90,157
|
$
|
91,382
|
$
|
45,413
|
||||||||||
Interest expense
|
6,843
|
4,974
|
13,555
|
9,602
|
6,712
|
|||||||||||||||
Net interest income
|
37,901
|
40,662
|
76,602
|
81,780
|
38,701
|
|||||||||||||||
Provision for loan losses
|
1,950
|
2,300
|
4,200
|
4,401
|
2,250
|
|||||||||||||||
Non-interest income
|
15,800
|
8,916
|
23,496
|
13,890
|
7,698
|
|||||||||||||||
Non-interest expense
|
28,371
|
29,807
|
56,941
|
60,726
|
28,573
|
|||||||||||||||
Provision for income taxes
|
7,204
|
4,937
|
11,262
|
8,216
|
4,058
|
|||||||||||||||
Net income and net income available to common shareholders
|
$
|
16,176
|
$
|
12,534
|
$
|
27,695
|
$
|
22,327
|
$
|
11,518
|
||||||||||
At or For the Three Months Ended
|
At or For the Six
Months Ended
|
At or For the Three Months Ended
|
||||||||||||||||||
June 30,
|
June 30,
|
March 31,
|
||||||||||||||||||
2017
|
2016
|
2017
|
2016
|
2017
|
||||||||||||||||
Per Common Share:
|
(Dollars in thousands, except per share data)
|
|||||||||||||||||||
Net income (fully diluted)
|
$
|
1.14
|
$
|
0.89
|
$
|
1.95
|
$
|
1.59
|
$
|
0.81
|
||||||||||
Book value
|
$
|
32.32
|
$
|
29.79
|
$
|
32.32
|
$
|
29.79
|
$
|
31.40
|
||||||||||
Earnings Performance Ratios:
|
||||||||||||||||||||
Annualized return on average assets
|
1.45
|
%
|
1.16
|
%
|
1.24
|
%
|
1.04
|
%
|
1.03
|
%
|
||||||||||
Annualized return on average
common stockholders' equity
|
14.37
|
%
|
12.15
|
%
|
12.46
|
%
|
10.92
|
%
|
10.50
|
%
|
||||||||||
Net interest margin
|
3.68
|
%
|
4.10
|
%
|
3.73
|
%
|
4.18
|
%
|
3.78
|
%
|
||||||||||
Average interest rate spread
|
3.53
|
%
|
3.99
|
%
|
3.58
|
%
|
4.08
|
%
|
3.63
|
%
|
||||||||||
Efficiency ratio
|
52.83
|
%
|
60.12
|
%
|
56.89
|
%
|
63.47
|
%
|
61.58
|
%
|
||||||||||
Non-interest expense to average total assets
|
2.55
|
%
|
2.75
|
%
|
2.55
|
%
|
2.84
|
%
|
2.55
|
%
|
||||||||||
Asset Quality Ratios:
|
||||||||||||||||||||
Allowance for loan losses to period-end loans
(excluding covered/previously covered loans)
|
1.01
|
%
|
1.10
|
%
|
1.01
|
%
|
1.10
|
%
|
1.03
|
%
|
||||||||||
Non-performing assets to period-end assets
|
0.79
|
%
|
0.77
|
%
|
0.79
|
%
|
0.77
|
%
|
0.92
|
%
|
||||||||||
Non-performing loans to period-end loans
|
0.35
|
%
|
0.16
|
%
|
0.35
|
%
|
0.16
|
%
|
0.43
|
%
|
||||||||||
Annualized net charge-offs to average loans
|
0.27
|
%
|
0.14
|
%
|
0.28
|
%
|
0.27
|
%
|
0.30
|
%
|
June 30,
2017
|
December 31,
2016
|
|||||||
Assets
|
||||||||
Cash
|
$
|
119,911
|
$
|
120,203
|
||||
Interest-bearing deposits in other financial institutions
|
92,594
|
159,566
|
||||||
Cash and cash equivalents
|
212,505
|
279,769
|
||||||
Available-for-sale securities
|
195,144
|
213,872
|
||||||
Held-to-maturity securities
|
130
|
247
|
||||||
Mortgage loans held for sale
|
8,178
|
16,445
|
||||||
Loans receivable (1), net of allowance for loan losses of $36,533 –
June 2017; $37,400 - December 2016
|
3,772,816
|
3,759,966
|
||||||
FDIC indemnification asset
|
—
|
13,145
|
||||||
Interest receivable
|
10,818
|
11,875
|
||||||
Prepaid expenses and other assets
|
44,184
|
45,649
|
||||||
Other real estate owned (2), net
|
30,114
|
32,658
|
||||||
Premises and equipment, net
|
138,045
|
140,596
|
||||||
Goodwill and other intangible assets
|
11,675
|
12,500
|
||||||
Federal Home Loan Bank stock
|
12,842
|
13,034
|
||||||
Current and deferred income taxes
|
10,644
|
10,907
|
||||||
Total Assets
|
$
|
4,447,095
|
$
|
4,550,663
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
$
|
3,572,645
|
$
|
3,677,230
|
||||
Federal Home Loan Bank advances
|
—
|
31,452
|
||||||
Securities sold under reverse repurchase agreements with customers
|
111,992
|
113,700
|
||||||
Short-term borrowings
|
185,365
|
172,323
|
||||||
Subordinated debentures issued to capital trust
|
25,774
|
25,774
|
||||||
Subordinated notes
|
73,613
|
73,537
|
||||||
Accrued interest payable
|
2,587
|
2,723
|
||||||
Advances from borrowers for taxes and insurance
|
7,878
|
4,643
|
||||||
Accounts payable and accrued expenses
|
13,691
|
19,475
|
||||||
Total Liabilities
|
3,993,545
|
4,120,857
|
||||||
Stockholders' Equity
|
||||||||
Capital stock
|
||||||||
Preferred stock, $.01 par value; authorized 1,000,000 shares; issued and outstanding June 2017 and December 2016 – -0- shares
|
—
|
—
|
||||||
Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding June 2017 – 14,034,653 shares; December 2016 – 13,968,386 shares
|
140
|
140
|
||||||
Additional paid-in capital
|
27,128
|
25,942
|
||||||
Retained earnings
|
424,264
|
402,166
|
||||||
Accumulated other comprehensive gain
|
2,018
|
1,558
|
||||||
Total Stockholders' Equity
|
453,550
|
429,806
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
4,447,095
|
$
|
4,550,663
|
(1)
|
At June 30, 2017, December 31, 2016 and March 31, 2017, includes loans, net of discounts, totaling $-0-, $134.4 million and $123.9 million, respectively, which were subject to FDIC support through loss sharing agreements. At June 30, 2017, December 31, 2016 and March 31, 2017, respectively, also includes $177.8 million, $72.6 million and $67.1 million of loans, net of discounts, acquired in FDIC-assisted transactions for which the loss sharing agreements were terminated, or loss sharing agreements had already expired. In addition, as of June 30, 2017, December 31, 2016, and March 31, 2017, includes $65.4 million, $76.2 million and $68.0 million, respectively, of loans, net of discounts, acquired in the Valley Bank transaction which are not covered by an FDIC loss sharing agreement.
|
(2)
|
At June 30, 2017, December 31, 2016, and March 31, 2017 includes foreclosed assets, net of discounts, totaling $-0- million, $1.4 million, and $2.9 million respectively, which were subject to FDIC support through loss sharing agreements. At June 30, 2017, December 31, 2016 and March 31, 2017, respectively, also includes $4.2 million, $316,000 and $351,000 of foreclosed assets, net of discounts, acquired in FDIC-assisted transactions, for which the loss sharing agreements were terminated. At June 30, 2017, December 31, 2016, and March 31, 2017, includes $1.9 million, $2.0 million, and $2.3 million, respectively, net of discounts, of foreclosed assets related to the Valley Bank transaction, which are not covered by FDIC loss sharing agreements. In addition, at June 30, 2017, December 31, 2016, and March 31, 2017, includes $2.2 million and $3.7 million, and $2.2 million, respectively, of properties which were not acquired through foreclosure, but are held for sale.
|
Three Months Ended
|
Six Months Ended
|
Three Months Ended
|
||||||||||||||||||
June 30,
|
June 30,
|
March 31,
|
||||||||||||||||||
2017
|
2016
|
2017
|
2016
|
2017
|
||||||||||||||||
Interest Income
|
||||||||||||||||||||
Loans
|
$
|
43,166
|
$
|
44,078
|
$
|
86,910
|
$
|
88,125
|
$
|
43,744
|
||||||||||
Investment securities and other
|
1,578
|
1,558
|
3,247
|
3,257
|
1,669
|
|||||||||||||||
44,744
|
45,636
|
90,157
|
91,382
|
45,413
|
||||||||||||||||
Interest Expense
|
||||||||||||||||||||
Deposits
|
5,004
|
4,121
|
9,969
|
8,056
|
4,964
|
|||||||||||||||
Federal Home Loan Bank advances
|
244
|
257
|
499
|
696
|
255
|
|||||||||||||||
Short-term borrowings and repurchase agreements
|
318
|
406
|
544
|
487
|
226
|
|||||||||||||||
Subordinated debentures issued to capital trust
|
252
|
190
|
493
|
363
|
242
|
|||||||||||||||
Subordinated notes
|
1,025
|
—
|
2,050
|
—
|
1,025
|
|||||||||||||||
6,843
|
4,974
|
13,555
|
9,602
|
6,712
|
||||||||||||||||
Net Interest Income
|
37,901
|
40,662
|
76,602
|
81,780
|
38,701
|
|||||||||||||||
Provision for Loan Losses
|
1,950
|
2,300
|
4,200
|
4,401
|
2,250
|
|||||||||||||||
Net Interest Income After Provision for Loan Losses
|
35,951
|
38,362
|
72,402
|
77,379
|
36,451
|
|||||||||||||||
Noninterest Income
|
||||||||||||||||||||
Commissions
|
306
|
215
|
572
|
518
|
266
|
|||||||||||||||
Service charges and ATM fees
|
5,394
|
5,374
|
10,662
|
10,653
|
5,268
|
|||||||||||||||
Net gains on loan sales
|
752
|
1,012
|
1,624
|
1,845
|
872
|
|||||||||||||||
Net realized gains on sales of available-for-sale securities
|
—
|
2,735
|
—
|
2,738
|
—
|
|||||||||||||||
Late charges and fees on loans
|
608
|
302
|
1,486
|
879
|
878
|
|||||||||||||||
Net change in interest rate swap fair value
|
(20
|
)
|
(75
|
)
|
(13
|
)
|
(237
|
)
|
7
|
|||||||||||
Accretion (amortization) of income related to business acquisitions
|
7,708
|
(1,578
|
)
|
7,219
|
(4,872
|
)
|
(489
|
)
|
||||||||||||
Other income
|
1,052
|
931
|
1,946
|
2,366
|
896
|
|||||||||||||||
15,800
|
8,916
|
23,496
|
13,890
|
7,698
|
||||||||||||||||
Noninterest Expense
|
||||||||||||||||||||
Salaries and employee benefits
|
14,498
|
15,246
|
29,831
|
30,610
|
15,333
|
|||||||||||||||
Net occupancy expense
|
6,025
|
6,379
|
12,341
|
13,221
|
6,316
|
|||||||||||||||
Postage
|
874
|
957
|
1,807
|
1,958
|
933
|
|||||||||||||||
Insurance
|
747
|
1,031
|
1,545
|
1,983
|
798
|
|||||||||||||||
Advertising
|
656
|
522
|
1,069
|
963
|
413
|
|||||||||||||||
Office supplies and printing
|
233
|
395
|
930
|
860
|
697
|
|||||||||||||||
Telephone
|
789
|
904
|
1,599
|
1,826
|
810
|
|||||||||||||||
Legal, audit and other professional fees
|
1,061
|
811
|
1,381
|
1,652
|
320
|
|||||||||||||||
Expense on foreclosed assets
|
677
|
874
|
1,251
|
1,785
|
575
|
|||||||||||||||
Partnership tax credit
|
217
|
420
|
495
|
840
|
278
|
|||||||||||||||
Acquired deposit intangible asset amortization
|
412
|
490
|
825
|
1,033
|
412
|
|||||||||||||||
Other operating expenses
|
2,182
|
1,778
|
3,867
|
3,995
|
1,688
|
|||||||||||||||
28,371
|
29,807
|
56,941
|
60,726
|
28,573
|
||||||||||||||||
Income Before Income Taxes
|
23,380
|
17,471
|
38,957
|
30,543
|
15,576
|
|||||||||||||||
Provision for Income Taxes
|
7,204
|
4,937
|
11,262
|
8,216
|
4,058
|
|||||||||||||||
Net Income and Net Income Available to Common Shareholders
|
$
|
16,176
|
$
|
12,534
|
$
|
27,695
|
$
|
22,327
|
$
|
11,518
|
Earnings Per Common Share
|
||||||||||||||||||||
Basic
|
$
|
1.15
|
$
|
0.90
|
$
|
1.98
|
$
|
1.61
|
$
|
0.82
|
||||||||||
Diluted
|
$
|
1.14
|
$
|
0.89
|
$
|
1.95
|
$
|
1.59
|
$
|
0.81
|
||||||||||
Dividends Declared Per Common Share
|
$
|
0.24
|
$
|
0.22
|
$
|
0.46
|
$
|
0.44
|
$
|
0.22
|
||||||||||
June 30, 2017(1)
|
Three Months Ended
June 30, 2017 |
Three Months Ended
June 30, 2016 |
||||||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||||||
Yield/Rate
|
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||||||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||||||
Loans receivable:
|
||||||||||||||||||||||||||||
One- to four-family residential
|
4.20
|
%
|
$
|
461,321
|
$
|
5,528
|
4.81
|
%
|
$
|
558,805
|
$
|
7,384
|
5.31
|
%
|
||||||||||||||
Other residential
|
4.32
|
690,405
|
7,717
|
4.48
|
460,059
|
5,402
|
4.72
|
|||||||||||||||||||||
Commercial real estate
|
4.34
|
1,247,830
|
13,556
|
4.36
|
1,116,450
|
13,149
|
4.74
|
|||||||||||||||||||||
Construction
|
4.14
|
422,683
|
4,756
|
4.51
|
441,336
|
4,882
|
4.45
|
|||||||||||||||||||||
Commercial business
|
4.57
|
293,411
|
3,566
|
4.87
|
321,314
|
4,159
|
5.21
|
|||||||||||||||||||||
Other loans
|
6.03
|
652,293
|
7,630
|
4.69
|
692,381
|
8,511
|
4.94
|
|||||||||||||||||||||
Industrial revenue bonds
|
5.31
|
26,144
|
413
|
6.33
|
37,517
|
591
|
6.34
|
|||||||||||||||||||||
Total loans receivable
|
4.68
|
3,794,087
|
43,166
|
4.56
|
3,627,862
|
44,078
|
4.89
|
|||||||||||||||||||||
Investment securities
|
3.17
|
211,944
|
1,327
|
2.51
|
264,310
|
1,445
|
2.20
|
|||||||||||||||||||||
Other interest-earning assets
|
1.17
|
120,125
|
251
|
0.84
|
98,570
|
113
|
0.46
|
|||||||||||||||||||||
Total interest-earning assets
|
4.52
|
4,126,156
|
44,744
|
4.35
|
3,990,742
|
45,636
|
4.60
|
|||||||||||||||||||||
Non-interest-earning assets:
|
||||||||||||||||||||||||||||
Cash and cash equivalents
|
108,131
|
107,036
|
||||||||||||||||||||||||||
Other non-earning assets
|
217,764
|
239,630
|
||||||||||||||||||||||||||
Total assets
|
$
|
4,452,051
|
$
|
4,337,408
|
||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||||||
Interest-bearing demand and
|
||||||||||||||||||||||||||||
savings
|
0.29
|
$
|
1,569,069
|
1,137
|
0.29
|
$
|
1,507,079
|
958
|
0.26
|
|||||||||||||||||||
Time deposits
|
1.09
|
1,419,996
|
3,867
|
1.09
|
1,302,160
|
3,163
|
0.98
|
|||||||||||||||||||||
Total deposits
|
0.67
|
2,989,065
|
5,004
|
0.67
|
2,809,239
|
4,121
|
0.59
|
|||||||||||||||||||||
Short-term borrowings and repurchase agreements
|
0.03
|
234,655
|
318
|
0.54
|
428,840
|
406
|
0.38
|
|||||||||||||||||||||
Subordinated debentures issued to
capital trust |
2.77
|
25,774
|
252
|
3.92
|
25,774
|
190
|
2.96
|
|||||||||||||||||||||
Subordinated notes
|
5.57
|
73,594
|
1,025
|
5.59
|
—
|
—
|
—
|
|||||||||||||||||||||
FHLB advances
|
0.00
|
30,378
|
244
|
3.22
|
31,509
|
257
|
3.28
|
|||||||||||||||||||||
Total interest-bearing liabilities
|
0.81
|
3,353,466
|
6,843
|
0.82
|
3,295,362
|
4,974
|
0.61
|
|||||||||||||||||||||
Non-interest-bearing liabilities:
|
||||||||||||||||||||||||||||
Demand deposits
|
621,429
|
602,551
|
||||||||||||||||||||||||||
Other liabilities
|
26,984
|
26,797
|
||||||||||||||||||||||||||
Total liabilities
|
4,001,879
|
3,924,710
|
||||||||||||||||||||||||||
Stockholders' equity
|
450,172
|
412,698
|
||||||||||||||||||||||||||
Total liabilities and stockholders' equity
|
$
|
4,452,051
|
$
|
4,337,408
|
||||||||||||||||||||||||
Net interest income:
|
||||||||||||||||||||||||||||
Interest rate spread
|
3.71
|
%
|
$
|
37,901
|
3.53
|
%
|
$
|
40,662
|
3.99
|
%
|
||||||||||||||||||
Net interest margin*
|
3.68
|
%
|
4.10
|
%
|
||||||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities
|
123.0
|
%
|
121.1
|
%
|
(1) |
The yield on loans at June 30, 2017, does not include the impact of the adjustments to the accretable yield (income) on loans acquired in the FDIC-assisted transactions. See "Net Interest Income" for a discussion of the effect on results of operations for the three months ended June 30, 2017.
|
June 30, 2017(1)
|
Six Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2016 |
||||||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||||||
Yield/Rate
|
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||||||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||||||
Loans receivable:
|
||||||||||||||||||||||||||||
One- to four-family residential
|
4.20
|
%
|
$
|
472,667
|
$
|
11,624
|
4.96
|
%
|
$
|
547,823
|
$
|
14,988
|
5.50
|
%
|
||||||||||||||
Other residential
|
4.32
|
684,965
|
15,243
|
4.49
|
451,044
|
11,078
|
4.94
|
|||||||||||||||||||||
Commercial real estate
|
4.34
|
1,232,317
|
27,085
|
4.43
|
1,097,385
|
25,761
|
4.72
|
|||||||||||||||||||||
Construction
|
4.14
|
412,200
|
9,132
|
4.47
|
426,926
|
9,709
|
4.57
|
|||||||||||||||||||||
Commercial business
|
4.57
|
293,984
|
7,380
|
5.06
|
320,901
|
8,437
|
5.29
|
|||||||||||||||||||||
Other loans
|
6.03
|
670,642
|
15,660
|
4.71
|
679,225
|
16,999
|
5.03
|
|||||||||||||||||||||
Industrial revenue bonds
|
5.31
|
26,752
|
786
|
5.92
|
38,790
|
1,153
|
5.98
|
|||||||||||||||||||||
Total loans receivable
|
4.68
|
3,793,527
|
86,910
|
4.62
|
3,562,094
|
88,125
|
4.98
|
|||||||||||||||||||||
Investment securities
|
3.17
|
216,130
|
2,742
|
2.56
|
268,363
|
3,005
|
2.25
|
|||||||||||||||||||||
Other interest-earning assets
|
1.17
|
129,826
|
505
|
0.78
|
104,107
|
252
|
0.49
|
|||||||||||||||||||||
Total interest-earning assets
|
4.52
|
4,139,483
|
90,157
|
4.39
|
3,934,564
|
91,382
|
4.67
|
|||||||||||||||||||||
Non-interest-earning assets:
|
||||||||||||||||||||||||||||
Cash and cash equivalents
|
107,974
|
105,477
|
||||||||||||||||||||||||||
Other non-earning assets
|
221,130
|
241,855
|
||||||||||||||||||||||||||
Total assets
|
$
|
4,468,587
|
$
|
4,281,896
|
||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||||||
Interest-bearing demand and
|
||||||||||||||||||||||||||||
savings
|
0.29
|
$
|
1,562,247
|
2,232
|
0.29
|
$
|
1,490,591
|
1,863
|
0.25
|
|||||||||||||||||||
Time deposits
|
1.09
|
1,453,943
|
7,737
|
1.07
|
1,310,797
|
6,193
|
0.95
|
|||||||||||||||||||||
Total deposits
|
0.67
|
3,016,190
|
9,969
|
0.67
|
2,801,388
|
8,056
|
0.58
|
|||||||||||||||||||||
Short-term borrowings and repurchase agreements
|
0.03
|
236,076
|
544
|
0.46
|
316,873
|
487
|
0.31
|
|||||||||||||||||||||
Subordinated debentures issued to
capital trust |
2.77
|
25,774
|
493
|
3.86
|
25,774
|
363
|
2.83
|
|||||||||||||||||||||
Subordinated notes
|
5.57
|
73,573
|
2,050
|
5.62
|
—
|
—
|
—
|
|||||||||||||||||||||
FHLB advances
|
0.00
|
30,905
|
499
|
3.26
|
105,581
|
696
|
1.33
|
|||||||||||||||||||||
Total interest-bearing liabilities
|
0.81
|
3,382,518
|
13,555
|
0.81
|
3,249,616
|
9,602
|
0.59
|
|||||||||||||||||||||
Non-interest-bearing liabilities:
|
||||||||||||||||||||||||||||
Demand deposits
|
614,827
|
596,074
|
||||||||||||||||||||||||||
Other liabilities
|
26,710
|
27,148
|
||||||||||||||||||||||||||
Total liabilities
|
4,024,055
|
3,872,838
|
||||||||||||||||||||||||||
Stockholders' equity
|
444,532
|
409,058
|
||||||||||||||||||||||||||
Total liabilities and stockholders' equity
|
$
|
4,468,587
|
$
|
4,281,896
|
||||||||||||||||||||||||
Net interest income:
|
||||||||||||||||||||||||||||
Interest rate spread
|
3.71
|
%
|
$
|
76,602
|
3.58
|
%
|
$
|
81,780
|
4.08
|
%
|
||||||||||||||||||
Net interest margin*
|
3.73
|
%
|
4.18
|
%
|
||||||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities
|
122.4
|
%
|
121.1
|
%
|
(1) |
The yield on loans at June 30, 2017, does not include the impact of the adjustments to the accretable yield (income) on loans acquired in the FDIC-assisted transactions. See "Net Interest Income" for a discussion of the effect on results of operations for the six months ended June 30, 2017.
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||||||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||
Reported net interest income / margin
|
$
|
37,901
|
3.68
|
%
|
$
|
40,662
|
4.10
|
%
|
$
|
76,602
|
3.73
|
%
|
$
|
81,780
|
4.18
|
%
|
||||||||||||||||
Less: Impact of loss share adjustments
|
1,282
|
0.12
|
3,858
|
0.39
|
3,262
|
0.16
|
9,240
|
0.47
|
||||||||||||||||||||||||
Core net interest income / margin
|
$
|
36,619
|
3.56
|
%
|
$
|
36,804
|
3.71
|
%
|
$
|
73,340
|
3.57
|
%
|
$
|
72,540
|
3.71
|
%
|
||||||||||||||||
June 30,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
(Dollars in thousands)
|
||||||||
Common equity at period end
|
$
|
453,550
|
$
|
429,806
|
||||
Less: Intangible assets at period end
|
11,675
|
12,500
|
||||||
Tangible common equity at period end (a)
|
$
|
441,875
|
$
|
417,306
|
||||
Total assets at period end
|
$
|
4,447,095
|
$
|
4,550,663
|
||||
Less: Intangible assets at period end
|
11,675
|
12,500
|
||||||
Tangible assets at period end (b)
|
$
|
4,435,420
|
$
|
4,538,163
|
||||
Tangible common equity to tangible assets (a) / (b)
|
9.96
|
%
|
9.20
|
%
|
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