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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  July 28, 2014

INDEPENDENT BANK CORPORATION

(Exact name of registrant as

specified in its charter)

Registrant's telephone number,

including area code:

(616) 527-5820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 2.02.

Results of Operations and Financial Condition

On July 28, 2014, Independent Bank Corporation issued a press release announcing its financial results for the quarter ended June 30, 2014.  A copy of the press release is attached as Exhibit 99.1.  Attached Exhibit 99.2 contains supplemental data to that press release and attached Exhibit 99.3 contain a slide presentation for our earnings conference call.

The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

Exhibits.

99.1	Press release dated July 28, 2014.

99.2	Supplemental data to the Registrant's press release dated July 28, 2014.

99.3	Earnings conference call presentation.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

2

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Exhibit 99.1

 

 

For Release:   Contact:

Immediately   William B. Kessel, President and CEO, 616.447.3933 Robert N. Shuster, Chief Financial Officer, 616.522.1765

 

INDEPENDENT BANK CORPORATION REPORTS

2014 SECOND QUARTER RESULTS

IONIA, Mich., July 28, 2014 - Independent Bank Corporation (NASDAQ: IBCP) reported second quarter 2014 net income applicable to common stock of $6.1 million, or $0.26 per diluted share, versus net income applicable to common stock of $62.2 million, or $2.64 per diluted share, in the prior-year period.  For the six months ended June 30, 2014, the Company reported net income applicable to common stock of $9.2 million, or $0.39 per diluted share, compared to net income applicable to common stock of $66.9 million, or $2.90 per diluted share, in the prior-year period.  Second quarter and year-to-date 2013 results include an income tax benefit of $57.6 million (or approximately $2.40 per diluted share) associated with the reversal of substantially all of the Company’s deferred tax asset valuation allowance in June 2013.

The Company’s tenth consecutive profitable quarter was highlighted by:

·

A $1.0 million, or 14.5%, year-over-year increase in income before income taxes.

·

A $5.2 million, or 18.7%, year-over-year decrease in total non-interest expenses.

·

Total net loan growth of $17.0 million, or 5.0% annualized.

·

Improvement in asset quality, with non-performing loans down 16.7% during the quarter.

·

An increase in tangible book value per share to $10.47 at June 30, 2014 from $10.19 at Mar. 31, 2014.

·

The payment of a six cent per share dividend on common stock on May 15, 2014.

William B. (“Brad”) Kessel, the President and Chief Executive Officer of Independent Bank Corporation, commented: “We are very pleased to report our tenth consecutive quarter of profitability as well as further progress in improving asset quality, as evidenced by a reduction in our non-performing loans and loan net charge-offs as compared to the year ago quarter.  We remain focused on the long-term improvement in our profitability, primarily through organic growth with a particular emphasis on commercial and consumer lending as well as core deposits.  During the second quarter of 2014, our commercial loans and consumer installment loans grew by $25.1 million, or 12% annualized.  Also, since year end 2013, checking and savings account balances have increased by $56.1 million, or 3.9%.  Finally, as previously announced, on July 22, 2014, our board of directors declared a six cent per share dividend on common stock.  This dividend is payable on Aug. 15, 2014, to shareholders of record as of Aug. 5, 2014.”

The Company’s net interest income totaled $18.5 million during the second quarter of 2014, a decrease of $1.0 million, or 5.0% from the year-ago period, and up slightly (by $0.1 million, or 0.3%) from the first quarter of 2014.  The Company’s tax equivalent net interest income as a percent of average interest-earning assets (the “net interest margin”) was 3.74% during the second quarter of 2014, compared to 4.16% in the year-ago period, and 3.79% in the first quarter of 2014. The decrease in net interest income is due to the decline in the net interest margin, which reflects a change in asset mix, as higher yielding loans decreased and lower yielding investment securities increased from year ago levels.  Average interest-earning assets were $2.01 billion in the second quarter of 2014 compared to $1.90 billion in the year ago quarter and $1.99 billion in the first quarter of 2014.

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For the first six months of 2014, net interest income totaled $37.0 million, a decrease of $2.1 million, or 5.3% from 2013.  The Company’s net interest margin for the first six months of 2014 decreased to 3.76% compared to 4.20% in 2013.  The reasons for the decline in net interest income for the first six months of 2014 are generally consistent with those described above for the comparative year-over-year quarterly periods.

Service charges on deposit accounts totaled $3.5 million and $6.6 million, respectively, for the second quarter and first six months of 2014, representing decreases of 1.4% and 5.8%, respectively, from the comparable year ago periods.  The decline in service charges is due principally to a decrease in non-sufficient funds (“NSF”) occurrences and related NSF fees.

Interchange income totaled $2.1 million and $4.0 million for the second quarter and first six months of 2014, respectively, representing increases of 6.9% and 8.6%, respectively, over the year ago comparative periods.  The increase in interchange income primarily reflects the impact of the Company’s new debit card brand agreement.

Net gains on mortgage loans were $1.5 million in the second quarter of 2014, compared to $3.2 million in the year-ago quarter.  For the first six months of 2014, net gains on mortgage loans totaled $2.6 million compared to $6.8 million in 2013. The decrease in net gains relates primarily to decreases in mortgage loan originations and sales.  The decline in mortgage lending and sales volumes principally reflects a significant decrease in refinance volume resulting from a year-over-year increase in mortgage loan interest rates.

Mortgage loan servicing generated income of $0.2 million and $1.7 million in the second quarters of 2014 and 2013, respectively. The quarterly comparative variance is due primarily to the change in the impairment reserve (a $0.2 million impairment charge in the second quarter of 2014 as compared to a $1.7 million recovery of previously recorded impairment charges in the year-ago quarter) that was partially offset by a $0.4 million decrease in the amortization of capitalized mortgage loan servicing rights.  For the first six months of 2014, mortgage loan servicing generated income of $0.5 million compared to income of $2.3 million in 2013.  The first six months comparative variance is primarily due to the change in the impairment reserve (a $0.5 million impairment charge in the first six months of 2014 as compared to a $2.5 million recovery of previously recorded impairment charges in the year-ago period) that was partially offset by a $1.1 million decrease in the amortization of capitalized mortgage loan servicing rights.  Capitalized mortgage loan servicing rights totaled $12.8 million at June 30, 2014 compared to $13.7 million at Dec. 31, 2013.  As of June 30, 2014, the Company serviced approximately $1.69 billion in mortgage loans for others on which servicing rights have been capitalized.

Non-interest expenses totaled $22.6 million in the second quarter of 2014, compared to $27.7 million in the year-ago period.  For the first six months of 2014, non-interest expenses totaled $45.0 million versus $53.2 million in 2013.  Credit related costs,  collectively declined by $4.0 million (73.2%) and $6.7 million (73.4%) in the second quarter and for the first six months of 2014, respectively, as compared to the same periods in 2013.  Credit related costs include loan and collection expenses, net (gains) losses on other real estate (“ORE”) and repossessed assets, the provision for loss reimbursement on sold loans and vehicle service contract counterparty contingencies expense.  Several other categories of expenses declined in 2014 as compared to the year ago period, including, data processing, advertising, FDIC deposit insurance, legal and professional fees, interchange costs and credit card and bank service fees.

The Company recorded an income tax expense of $1.8 million and $3.3 million in the second quarter and first six months of 2014, respectively.  This compares to an income tax benefit of $56.5 million recorded for both the second quarter and first six months of 2013. The 2013 results include an income tax benefit of $57.6 million associated with the reversal of substantially all of the Company’s deferred tax asset valuation allowance in June 2013.  The second quarter and year-to-date 2014 income tax expense was reduced by a credit of approximately $0.7 million due to a true-up of the amount of unrecognized tax benefits relative to certain net operating loss carryforwards and the reversal of the valuation allowance on a capital loss carryforward that is now believed to be more likely than not to be realized due to a strategy executed during the second quarter of 2014.

In determining net income applicable to common stock, the second quarter and first six months of 2013 included $1.2 million and $2.3 million, respectively, of preferred stock dividends and discount accretion.  This preferred stock, which had been issued to the U.S. Treasury, was redeemed and retired in Aug. 2013.

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Commenting on asset quality, President and CEO Kessel added:  “Non-performing loans decreased by $3.5 million, or 16.7%, between Mar. 31, 2014 and June 30, 2014.  We remain confident about the long-term continued improvement in our asset quality metrics.  Subsequent to quarter end, in July 2014, we sold our single largest ORE property, which represented nearly one-third of our total ORE balance at June 30, 2014.   Our provision for loan losses was a credit of $1.4 million in the first six months of 2014 compared to a credit of $2.8 million in the year-ago quarter.  However, other credit costs declined by approximately $6.7 million year-over year.  In addition, thirty- to eighty-nine day delinquency rates at June 30, 2014 were 0.11% for commercial loans and 1.13% for mortgage and consumer loans.  These delinquency rates continue to be well managed as we strive to further improve asset quality and reduce credit related costs.”

A breakdown of non-performing loans⁽¹⁾ by loan type is as follows:

(1)

Excludes loans that are classified as “troubled debt restructured” that are still performing.

(2)

Represents payment plans for which no payments have been received for 90 days or more and for which Mepco has not yet completed the process to charge the applicable counterparty for the balance due. These balances exclude receivables due from Mepco counterparties related to the cancellation of payment plan receivables.

Non-performing loans have declined by $0.6 million, or 3.1%, since Dec. 31, 2013 and by $2.8 million, or 13.7%, since June 30, 2013.  The decline in non-performing loans primarily reflects loan net charge-offs, pay-offs, negotiated transactions and the migration of loans into ORE.  ORE and repossessed assets totaled $18.1 million at June 30, 2014, compared to $18.3 million at Dec. 31, 2013.  In July 2014, the Company closed on the cash sale of its largest ORE property.  The book value of this property was $5.6 million at June 30, 2014 (representing 30.6% of total ORE and repossessed assets) and the Company recorded a net gain of $0.4 million on this sale in July 2014.

The provision for loan losses was a credit of $1.8 million and $2.1 million in the second quarters of 2014 and 2013, respectively.  The provision for loan losses was a credit of $1.4 million and $2.8 million in the first six months of 2014 and 2013, respectively. The level of the provision for loan losses in each period reflects the Company’s overall assessment of the allowance for loan losses, taking into consideration factors such as loan mix, levels of non-performing and classified loans and loan net charge-offs.  Loan net charge-offs were $0.4 million (0.12% annualized of average loans) in the second quarter of 2014, compared to $1.9 million (0.54% annualized of average loans) in the second quarter of 2013.  Loan net charge-offs were $2.7 million (0.40% of average loans) and $4.7 million (0.68% of average loans) for the first six months of 2014 and 2013, respectively.  The year to date declines in 2014 loan net charge-offs by category were: commercial loans $0.4 million; mortgage loans $1.0 million; and consumer/installment loans $0.6 million.  At June 30, 2014, the allowance for loan losses totaled $28.2 million, or 2.05% of portfolio loans, compared to $32.3 million, or 2.35% of portfolio loans, at Dec. 31, 2013.

Total assets were $2.25 billion at June 30, 2014, an increase of $39.9 million from Dec. 31, 2013.  Loans, excluding loans held for sale, were $1.38 billion at June 30, 2014, compared to $1.37 billion at Dec. 31, 2013.  Deposits totaled $1.91 billion at June 30, 2014, an increase of $23.3 million from Dec. 31, 2013.  The increase in deposits is primarily due to growth in checking and savings account balances.

Cash and cash equivalents totaled $105.5 million at June 30, 2014, versus $119.1 million at Dec. 31, 2013. Securities available for sale totaled $518.1 million at June 30, 2014, versus $462.5 million at Dec. 31, 2013.  This $55.6 million increase is primarily due to the purchase of residential mortgage-backed securities, asset-backed securities, municipal securities and corporate securities during the first six months of 2014.

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Total shareholders’ equity was $243.0 million at June 30, 2014, or 10.80% of total assets.  Tangible common equity totaled $240.1 million at June 30, 2014, or $10.47 per share.  The Company’s wholly owned subsidiary, Independent Bank, remains significantly above “well capitalized” for regulatory purposes with the following ratios:

 

Regulatory Capital Ratios		6/30/2014				12/31/2013				Well Capitalized Minimum
Tier 1 capital to average total assets			9.91	%			10.09	%			5.00	%
Tier 1 capital to risk-weighted assets			15.07	%			15.30	%			6.00	%
Total capital to risk-weighted assets			16.33	%			16.57	%			10.00	%

 

Independent Bank Corporation (NASDAQ: IBCP) is a Michigan-based bank holding company with total assets of approximately $2.25 billion.  Founded as First National Bank of Ionia in 1864, Independent Bank Corporation operates a branch network across Michigan's Lower Peninsula through one state-chartered bank subsidiary.  This subsidiary (Independent Bank) provides a full range of financial services, including commercial banking, mortgage lending, investments and title services.  Independent Bank Corporation is committed to providing exceptional personal service and value to its customers, stockholders and the communities it serves.

For more information, please visit our Web site at:  www.IndependentBank.com.

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “contemplates,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,” “outcome,” “continue,” “remain,” “maintain,” “on course,” “trend,” “objective,” “looks forward” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would, ”“should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Independent Bank Corporation or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of Independent Bank Corporation's management based on information known to Independent Bank Corporation's management as of the date of this news release and do not purport to speak as of any other date. Forward looking statements may include descriptions of plans and objectives of Independent Bank Corporation's management for future or past operations, products or services, and forecasts of Independent Bank Corporation's revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries, and estimates of credit trends. Such statements reflect the view of Independent Bank Corporation's management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Independent Bank Corporation's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in general economic, political or industry conditions; changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in capital and credit markets; the interdependence of financial service companies; changes in regulation or oversight; unfavorable developments concerning credit quality; any future acquisitions or divestitures; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Independent Bank Corporation's customers; the implementation of Independent Bank Corporation's strategies and business models; Independent Bank Corporation's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; operational difficulties, failure of technology infrastructure or information security incidents; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; competitive product and pricing pressures among financial institutions within Independent Bank Corporation's markets; changes in customer behavior; management's ability to maintain and expand customer relationships; management's ability to retain key officers and employees; the impact of legal and regulatory proceedings or determinations; the effectiveness of methods of reducing risk exposures; the effects of terrorist activities and other hostilities; the effects of catastrophic events; changes in accounting standards and the critical nature of Independent Bank Corporation's accounting policies. Independent Bank Corporation cautions that the foregoing list of factors is not exclusive. For discussion of factors that may cause actual results to differ from expectations, please refer to our filings with the Securities and Exchange Commission. In particular, please refer to “Item 1A. Risk Factors” in Independent Bank Corporation's Annual Report on Form 10-K for the year ended December 31, 2013. Forward-looking statements speak only as of the date they are made. Independent Bank Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward looking statements are made. For any forward-looking statements made in this news release or in any documents, Independent Bank Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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INDEPENDENT BANK CORPORATION AND SUBSIDIARIES

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INDEPENDENT BANK CORPORATION AND SUBSIDIARIES

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INDEPENDENT BANK CORPORATION AND SUBSIDIARIES

(A)  These amounts are calculated using net income applicable to common stock.  Dividends on convertible preferred stock are added back in the diluted per share calculation.

(B)  Average shares of common stock for basic net income per common share include shares issued and outstanding during the period and participating share awards.

 

(C)  Average shares of common stock for diluted net income per common share include shares to be issued upon exercise of stock options, restricted stock units and stock units for a deferred compensation plan for non-employee directors.  During 2013 average shares of common stock also include shares to be issued upon conversion of convertible preferred stock and shares to be issued upon exercise of common stock warrants.

(D)  Ratios have been annualized.

 

 

7

Non-performing assets (1)
		June 30,				December 31,
		2014				2013
		(Dollars in thousands)
Non-accrual loans		$	17,219			$	17,905
Loans 90 days or more past due and still accruing interest			124				-
Total non-performing loans			17,343				17,905
Other real estate and repossessed assets			18,121				18,282
Total non-performing assets		$	35,464			$	36,187
As a percent of Portfolio Loans
Non-performing loans			1.26	%			1.30	%
Allowance for loan losses			2.05				2.35
Non-performing assets to total assets			1.58				1.64
Allowance for loan losses as a percent of non-performing loans			162.58				180.54

		June 30, 2014
		Commercial				Retail				Total
		(In thousands)
Performing TDR's		$	31,678			$	77,044			$	108,722
Non-performing TDR's(1)			4,128				5,510	(2)			9,638
Total		$	35,806			$	82,554			$	118,360
		December 31, 2013
		Commercial				Retail				Total
		(In thousands)
Performing TDR's		$	35,134			$	79,753			$	114,887
Non-performing TDR's(1)			4,347				4,988	(2)			9,335
Total		$	39,481			$	84,741			$	124,222

		Six months ended
		June 30,
		2014								2013
						Unfunded								Unfunded
		Loans				Commitments				Loans				Commitments
		(Dollars in thousands)
Balance at beginning of period		$	32,325			$	508			$	44,275			$	598
Additions (deductions)
Provision for loan losses			(1,417	)			-				(2,798	)			-
Recoveries credited to allowance			3,959				-				5,409				-
Loans charged against the allowance			(6,670	)			-				(10,100	)			-
Additions (deductions) included in non-interest expense			-				15				-				29
Balance at end of period		$	28,197			$	523			$	36,786			$	627
Net loans charged against the allowance to average Portfolio Loans (annualized)			0.40	%							0.68	%

		June 30,				December 31,
		2014				2013
		(In thousands)
Subordinated debentures		$	40,723			$	40,723
Amount not qualifying as regulatory capital			(1,223	)			(1,223	)
Amount qualifying as regulatory capital			39,500				39,500
Shareholders’ equity
Common stock			351,791				351,173
Accumulated deficit			(102,532	)			(110,347	)
Accumulated other comprehensive loss			(6,298	)			(9,245	)
Total shareholders’ equity			242,961				231,581
Total capitalization		$	282,461			$	271,081

Non-Interest Income
		Three months ended												Six months ended
		June 30,				March 31,				June 30,				June 30,
		2014				2014				2013				2014				2013
		(In thousands)
Service charges on deposit accounts		$	3,532			$	3,055			$	3,583			$	6,587			$	6,989
Interchange income			2,067				1,941				1,933				4,008				3,690
Net gains (losses) on assets
Mortgage loans			1,505				1,144				3,208				2,649				6,845
Securities			54				112				107				166				191
Other than temporary impairment loss on securities
Total impairment loss			-				-				(26	)			-				(26	)
Loss recognized in other comprehensive income			-				-				-				-				-
Net impairment loss recognized in earnings			-				-				(26	)			-				(26	)
Mortgage loan servicing			193				264				1,654				457				2,276
Investment and insurance commissions			499				402				383				901				833
Bank owned life insurance			341				319				337				660				675
Title insurance fees			217				274				368				491				852
Decrease (increase) in fair value of U.S. Treasury warrant			-				-				20				-				(1,025	)
Other			1,668				1,444				1,444				3,112				2,779
Total non-interest income		$	10,076			$	8,955			$	13,011			$	19,031			$	24,079

		Three months ended								Six months ended
		June 30,								June 30,
		2014				2013				2014				2013
		(In thousands)
Balance at beginning of period		$	13,273			$	11,590			$	13,710			$	11,013
Originated servicing rights capitalized			382				860				764				1,889
Amortization			(665	)			(1,108	)			(1,199	)			(2,318	)
Change in valuation allowance			(194	)			1,695				(479	)			2,453
Balance at end of period		$	12,796			$	13,037			$	12,796			$	13,037
Valuation allowance at end of period		$	3,334			$	3,634			$	3,334			$	3,634

		Three months ended												Six months ended
		June 30,				March 31,				June 30,				June 30,
		2014				2014				2013				2014				2013
		(Dollars in thousands)
Mortgage loans originated		$	65,430			$	44,241			$	121,054			$	109,671			$	249,786
Mortgage loans sold			46,965				47,118				112,873				94,083				243,329
Mortgage loans sold with servicing rights released			8,357				7,861				15,696				16,218				30,233
Net gains on the sale of mortgage loans			1,505				1,144				3,208				2,649				6,845
Net gains as a percent of mortgage loans sold  ("Loan Sales Margin")			3.20	%			2.43	%			2.84	%			2.82	%			2.81	%
Fair value adjustments included in the Loan Sales Margin			0.61				(0.14	)			(0.13	)			0.23				(0.46	)

		Three months ended												Six months ended
		June 30,				March 31,				June 30,				June 30,
		2014				2014				2013				2014				2013
		(In thousands)
Compensation		$	8,439			$	8,308			$	8,346			$	16,747			$	16,551
Performance-based compensation			1,233				912				1,520				2,145				2,582
Payroll taxes and employee benefits			2,146				2,018				1,849				4,164				3,889
Compensation and employee benefits			11,818				11,238				11,715				23,056				23,022
Occupancy, net			2,153				2,483				2,147				4,636				4,571
Data processing			1,777				2,086				2,042				3,863				3,958
Loan and collection			1,427				1,465				1,702				2,892				3,928
Furniture, fixtures and equipment			1,053				1,069				1,088				2,122				2,120
Communications			711				789				730				1,500				1,510
Advertising			601				519				659				1,120				1,229
FDIC deposit insurance			422				417				711				839				1,341
Legal and professional fees			420				401				664				821				1,356
Interchange expense			342				402				418				744				828
Credit card and bank service fees			245				263				331				508				665
Supplies			258				239				244				497				494
Amortization of intangible assets			134				134				203				268				406
Vehicle service contract counterparty contingencies			73				68				3,127				141				3,254
Cost related to unfunded lending commitments			5				10				48				15				29
Provision for loss reimbursement on sold loans			15				(481	)			356				(466	)			1,019
Net (gains) losses on other real estate and repossessed assets			(38	)			(87	)			320				(125	)			972
Other			1,144				1,385				1,237				2,529				2,513
Total non-interest expense		$	22,560			$	22,400			$	27,742			$	44,960			$	53,215

		Three Months Ended
		June 30,
						2014												2013
		Average												Average
		Balance				Interest				Rate (3)				Balance				Interest				Rate (3)
		(Dollars in thousands)
Assets (1)
Taxable loans		$	1,373,429			$	18,094				5.28	%		$	1,413,738			$	20,243				5.74	%
Tax-exempt loans (2)			5,092				80				6.30				5,684				92				6.49
Taxable securities			486,043				1,596				1.32				283,321				993				1.41
Tax-exempt securities (2)			42,849				439				4.11				27,053				369				5.47
Interest bearing cash and repurchase agreement			77,502				67				0.35				146,132				84				0.23
Other investments			23,414				261				4.47				21,481				240				4.48
Interest Earning Assets			2,008,329				20,537				4.10				1,897,409				22,021				4.65
Cash and due from banks			43,314												42,943
Other assets, net			186,342												140,288
Total Assets		$	2,237,985											$	2,080,640
Liabilities
Savings and interest-bearing checking		$	963,662				266				0.11			$	906,655				288				0.13
Time deposits			419,190				994				0.95				422,406				1,175				1.12
Other borrowings			56,503				559				3.97				67,771				876				5.18
Interest Bearing Liabilities			1,439,355				1,819				0.51				1,396,832				2,339				0.67
Non-interest bearing deposits			525,441												493,932
Other liabilities			33,568												39,685
Shareholders’ equity			239,621												150,191
Total liabilities and shareholders’ equity		$	2,237,985											$	2,080,640
Net Interest Income						$	18,718											$	19,682
Net Interest Income as a Percent of Average Interest Earning Assets											3.74	%											4.16	%

		Six Months Ended
		June 30,
						2014												2013
		Average												Average
		Balance				Interest				Rate (3)				Balance				Interest				Rate (3)
		(Dollars in thousands)
Assets (1)
Taxable loans		$	1,371,274			$	36,256				5.32	%		$	1,425,078			$	40,892				5.77	%
Tax-exempt loans (2)			5,142				162				6.35				5,783				186				6.49
Taxable securities			464,035				2,979				1.29				241,829				1,663				1.39
Tax-exempt securities (2)			41,941				838				4.03				25,635				731				5.75
Interest bearing cash and repurchase agreement			93,093				158				0.34				165,988				204				0.25
Other investments			23,416				593				5.11				21,161				452				4.31
Interest Earning Assets			1,998,901				40,986				4.13				1,885,474				44,128				4.71
Cash and due from banks			44,370												44,256
Other assets, net			187,290												140,942
Total Assets		$	2,230,561											$	2,070,672
Liabilities
Savings and interest-bearing checking		$	955,026				529				0.11			$	900,535				570				0.13
Time deposits			431,343				2,024				0.95				423,057				2,422				1.15
Other borrowings			55,422				1,071				3.90				67,786				1,741				5.18
Interest Bearing Liabilities			1,441,791				3,624				0.51				1,391,378				4,733				0.69
Non-interest bearing deposits			518,491												493,942
Other liabilities			32,944												40,340
Shareholders’ equity			237,335												145,012
Total liabilities and shareholders’ equity		$	2,230,561											$	2,070,672
Net Interest Income						$	37,362											$	39,395
Net Interest Income as a Percent of Average Interest Earning Assets											3.76	%											4.20	%

		Total Commercial Loans
						Watch Credits												Percent of Loan Category in Watch Credit
Loan Category		All Loans				Performing				Non-performing				Total
Land		$	9,184			$	1,625			$	413			$	2,038				22.2	%
Land Development			12,709				7,322				274				7,596				59.8
Construction			12,057				936				-				936				7.8
Income Producing			242,032				15,932				1,454				17,386				7.2
Owner Occupied			202,442				18,696				2,034				20,730				10.2
Total Commercial Real Estate Loans		$	478,424			$	44,511				4,175			$	48,686				10.2
Other Commercial Loans		$	175,824			$	12,398				932			$	13,330				7.6
Total non-performing commercial loans										$	5,107