Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - First NBC Bank Holding Co | nbcb-20141231xexh31110ka.htm |
| EX-31.2 - EXHIBIT 31.2 - First NBC Bank Holding Co | nbcb-20141231xexh31210ka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A |
AMENDMENT NO. 1 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Commission file number: 001-35915
FIRST NBC BANK HOLDING COMPANY (Exact name of registrant as specified in its charter) | ||
Louisiana | 14-1985604 | |
(State of incorporation or organization) | (I.R.S. Employer Identification Number) | |
210 Baronne Street, New Orleans, Louisiana | 70112 | |||||
(Address of principal executive offices) | (Zip code) | |||||
Registrant’s telephone number, including area code: (504) 566-8000 | ||||||
Securities registered under Section 12(b) of the Exchange Act: Common stock, $1.00 par value | ||||||
Securities registered under Section 12(g) of the Exchange Act: None | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (ii) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock as of June 30, 2014, was approximately $518,518,877.
As of March 23, 2015, the registrant had 18,609,753 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2014 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K, where indicated.
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EXPLANATORY NOTE
First NBC Bank Holding Company (“Company”) is an “emerging growth company" under the Jumpstart Our Business Startups Act of 2010 and, as a result, was not obligated to obtain an audit of its internal control over financial reporting for the year ended December 31, 2014. However, the Company voluntarily elected to obtain such an audit from its independent auditor and intended to voluntarily make the opinion of its independent auditor available as a part of its Annual Report on Form 10-K for the year ended December 31, 2014 (“Original Filing”). Although referenced in the opinion of the Company’s independent auditors with respect to its financial statements, the full text of the opinion of the Company’s independent auditor with respect to its internal control over financial reporting was inadvertently omitted from the Original Filing.
This Amendment No. 1 is being filed for the purpose of amending and restating in its entirety Part II, Item 9A solely to voluntarily provide the full text of the opinion of the Company’s independent auditor with respect to its internal control over financial reporting and reference the issuance thereof as a part of Management's Report on Internal Control over Financial Reporting. In accordance with Rule 12b-15 promulgated under the Exchange Act of 1934, as amended, this Amendment No. 1 also includes updated certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Part IV, Item 15 - Exhibits and Financial Statements Schedules. Except as described above, there have been no other changes in any of the financial or other information contained in the Original Filing.
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Part II.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management of the Company, with the supervision and participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.
As of December 31, 2014, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2014.
Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm."
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of First NBC Bank Holding Company
We have audited First NBC Bank Holding Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). First NBC Bank Holding Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, First NBC Bank Holding Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First NBC Bank Holding Company as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014 and our report dated March 31, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP | ||
New Orleans, Louisiana | ||
March 31, 2015 | ||
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Part IV.
Item 15. Exhibits and Financial Statement Schedules.
(a) The exhibits required for this Amendment No. 1 are included, attached or incorporated by reference as indicated below or in the Exhibit Index.
(1) | The following financial statements are incorporated by reference from the Original Filing: |
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013, and 2012
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013, and 2012
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2014, 2013, and 2012
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and 2012
Notes to Consolidated Financial Statements
(2) | All schedules for which provision is made in the applicable accounting regulation of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto. |
(3) | The following exhibits are filed as part of this Form 10-K/A, and this list includes the Exhibit Index. |
EXHIBIT INDEX
Exhibit Number | Description | Location | ||||
2.1 | Purchase and Assumption Agreement, dated as of January 16, 2015, among the Federal Deposit Insurance Corporation, as Receiver of First National Bank of Crestview, First NBC Bank, and the Federal Deposit Insurance Corporation* | Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 23, 2015 | ||||
3.1 | Restated Articles of Incorporation | Exhibit 3.1 to the Registration Statement on Form S-1/A of the Company filed April 30, 2013 | ||||
3.2 | Amended and Restated Bylaws | Exhibit 3.2 to the Registration Statement on Form S-1/A of the Company filed May 7, 2013 | ||||
4.1 | Specimen common stock certificate | Exhibit 4.1 to the Registration Statement on Form S-1/A of the Company filed April 30, 2013 | ||||
4.2 | Purchase agreement, dated as of February 18, 2015, of 5.75% Subordinated Notes due 2025 | Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 19, 2015 | ||||
4.3 | Indenture, dated as of February 18, 2015, between First NBC Bank Holding Company and U.S Bank National Association | Exhibit 4.2 to the Company's Current Report on Form 8-K filed February 19, 2015 | ||||
4.4 | Form of 5.75% Subordinated Note due 2025, dated as of February 18, 2015 | Exhibit 4.3 to the Company's Current Report on Form 8-K filed February 19, 2015 | ||||
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Exhibit Number | Description | Location | ||||
10.1 | First NBC Bank Holding Company Stock Incentive Plan (“2006 Plan”) | Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.2 | Amendment No. 1 to 2006 Plan | Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.3 | Addendum (Directors’ Shares) to 2006 Plan | Exhibit 10.3 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.4 | 2012 Amendment to 2006 Plan | Exhibit 10.4 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.5 | Form of Stock Option Award Agreement under 2006 Plan | Exhibit 10.5 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.6 | Form of Restricted Stock Award Agreement under 2006 Plan | Exhibit 10.6 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.7 | Form of Warrant Agreement relating to warrants issued to organizers of First NBC Bank | Exhibit 10.7 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.8 | Form of Warrant Agreement relating to warrants issued to shareholders of Dryades Bancorp, Inc. | Exhibit 10.8 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.9 | Securities Purchase Agreement, dated as of June 29, 2011, by and between First NBC Bank Holding Company and Castle Creek Capital Partners IV, L.P.* | Exhibit 10.12 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.10 | VCOC Letter Agreement, dated November 8, 2011, by and between First NBC Bank Holding Company and Castle Creek Capital Partners IV, L.P.* | Exhibit 10.13 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.11 | Securities Purchase Agreement, dated as of August 4, 2011, by and between the Secretary of the Treasury and First NBC Bank Holding Company, in connection with First NBC Bank Holding Company’s participation in the U.S. Treasury’s Small Business Lending Fund program* | Exhibit 10.14 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.12 | Letter Agreement, dated September 27, 2011, by and among First NBC Bank Holding Company, Investure Evergreen Fund, LP – 2011 Special Term Tranche, and Blue Pine Crescent Limited Partnership | Exhibit 10.16 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
10.13 | First NBC Bank Holding Company Deferred Compensation Plan, Effective June 30, 2012 | Exhibit 10.17 to the Registration Statement on Form S-1 of the Company filed April 8, 2013 | ||||
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Exhibit Number | Description | Location | ||||
10.14 | First NBC Bank Holding Company 2014 Omnibus Incentive Plan | Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 23, 2014 | ||||
21.1 | Subsidiaries of First NBC Bank Holding Company | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
23.1 | Consent of Ernst & Young LLP | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
31.1 | Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
31.2 | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
32.1 | Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
32.2 | Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.INS+ | XBRL Instance Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.SCH+ | XBRL Taxonomy Extension Schema Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.CAL+ | XBRL Taxonomy Extension Calculation Linkbase Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.LAB+ | XBRL Taxonomy Extension Label Linkbase Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.PRE+ | XBRL Taxonomy Extension Presentation Linkbase Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
101.DEF+ | XBRL Taxonomy Extension Definitions Linkbase Document | Incorporated by reference to the corresponding exhibit to the Original Filing | ||||
* | Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request. | |
+ | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
First NBC Bank Holding Company | ||||
Date: | June 17, 2015 | By: | /s/ Ashton J. Ryan, Jr. | |
Ashton J. Ryan, Jr. | ||||
President and Chief Executive Officer | ||||
Principal Executive Officer | ||||
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