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EX-32.1 - EXHIBIT 32.1 - YADKIN FINANCIAL Corpex32-1q220151.htm
EX-32.2 - EXHIBIT 32.2 - YADKIN FINANCIAL Corpex32-2q220151.htm
EX-31.2 - EXHIBIT 31.2 - YADKIN FINANCIAL Corpex31-2q220151.htm
EX-31.1 - EXHIBIT 31.1 - YADKIN FINANCIAL Corpex31-1q220151.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2015
 
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO ___________
 
Commission File Number 000-52099 
 YADKIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
20-4495993
(State or other jurisdiction of Incorporation
(IRS Employer Identification Number)
or organization)
 
 
3600 Glenwood Avenue, Suite 300
Raleigh, North Carolina 27612
(Address of principal executive offices)
(Zip Code) 
(919) 659-9000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the registrant was required to file such reports), and (2) 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
Accelerated filer x
 
Non-accelerated filer ¨
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨      No x
 
Indicate the number of shares outstanding of each of the registrant’s classes of Common Stock, as of the latest practicable date: 31,056,904 shares of Voting Common Stock and 654,997 shares of Non-Voting Common Stock outstanding as of August 6, 2015.


YADKIN FINANCIAL CORPORATION
TABLE OF CONTENTS

 
 
 
 
Page
Part I. 
 
FINANCIAL INFORMATION 
 
 
 
 
 
 
 
Item 1.
 
Financial Statements
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014
 
 
 
 
 
 
 
 
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
 
 
Consolidated Statement of Changes in Shareholders' Equity for the Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
Part II.
 
OTHER INFORMATION
 
 58
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 1A.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
Item 5.
 
 
 
 
 
 
 
Item 6.
 
 
 




Part I. Financial Information

Item 1. Financial Statements
YADKIN FINANCIAL CORPORATION
 
 
CONSOLIDATED BALANCE SHEETS (Unaudited)
 
 
As of June 30, 2015 and December 31, 2014
(Dollars in thousands, except share data)
 
June 30,
2015
 
December 31, 2014*
Assets
 
 

 
 

Cash and due from banks
 
$
65,620

 
$
65,312

Interest-earning deposits with banks
 
57,141

 
66,548

Federal funds sold
 
200

 
505

Investment securities available for sale, at fair value
 
649,015

 
672,421

Investment securities held to maturity
 
39,402

 
39,620

Loans held for sale
 
38,622

 
20,205

Loans
 
2,955,771

 
2,898,266

Allowance for loan losses
 
(8,358
)
 
(7,817
)
Net loans
 
2,947,413

 
2,890,449

Purchased accounts receivable
 
69,933

 
44,821

Federal Home Loan Bank stock, at cost
 
21,976

 
19,499

Premises and equipment, net
 
77,513

 
80,379

Bank-owned life insurance
 
77,927

 
76,990

Foreclosed assets
 
13,547

 
12,891

Deferred tax asset, net
 
62,179

 
73,059

Goodwill
 
152,152

 
152,152

Other intangible assets, net
 
15,085

 
16,677

Accrued interest receivable and other assets
 
39,327

 
36,506

Total assets
 
$
4,327,052

 
$
4,268,034

 
 

 


Liabilities
 
 
 
 

Deposits:
 
 

 
 

Non-interest demand
 
$
697,653

 
$
680,387

Interest-bearing demand
 
475,597

 
469,898

Money market and savings
 
991,982

 
1,004,796

Time
 
1,077,862

 
1,092,283

Total deposits
 
3,243,094

 
3,247,364

Short-term borrowings
 
355,500

 
250,500

Long-term debt
 
147,265

 
180,164

Accrued interest payable and other liabilities
 
33,077

 
32,204

Total liabilities
 
3,778,936

 
3,710,232

 
 
 
 
 
Shareholders’ Equity
 
 

 
 

Preferred stock, no par value, 1,000,000 shares authorized; 0 and 28,405 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
 

 
28,405

Common stock, $1.00 par value, 75,000,000 shares authorized; 31,712,021 and 31,599,150 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
 
31,712

 
31,599

Common stock warrants
 
717

 
717

Additional paid-in capital
 
492,151

 
492,014

Retained earnings
 
27,481

 
7,311

Accumulated other comprehensive loss
 
(3,945
)
 
(2,244
)
Total shareholders' equity
 
548,116

 
557,802

Total liabilities and shareholders' equity
 
$
4,327,052

 
$
4,268,034


See accompanying Notes to Consolidated Financial Statements.

*
Derived from the audited consolidated financial statements included in the Company's 2014 Annual Report on Form 10-K.


- 3 -



YADKIN FINANCIAL CORPORATION
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
For the Three and Six Months Ended June 30, 2015 and 2014
 
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands, except per share data)
 
2015
 
2014
 
2015
 
2014
Interest income
 
 

 
 

 
 

 
 

Loans
 
$
40,404

 
$
19,817

 
$
80,200

 
$
39,786

Investment securities
 
3,786

 
1,992

 
7,782

 
3,977

Federal funds sold and interest-earning deposits
 
45

 
26

 
95

 
52

Total interest income
 
44,235

 
21,835

 
88,077

 
43,815

Interest expense
 
 

 
 

 
 

 
 

Deposits
 
3,073

 
1,657

 
5,962

 
3,316

Short-term borrowings
 
331

 
96

 
620

 
174

Long-term debt
 
1,504

 
1,029

 
2,992

 
2,060

Total interest expense
 
4,908

 
2,782

 
9,574

 
5,550

Net interest income
 
39,327

 
19,053

 
78,503

 
38,265

Provision for loan losses
 
994

 
464

 
1,955

 
1,754

Net interest income after provision for loan losses
 
38,333

 
18,589

 
76,548

 
36,511

Non-interest income
 
 

 
 

 
 

 
 

Service charges and fees on deposit accounts
 
3,495

 
1,488

 
6,748

 
2,803

Government-guaranteed lending
 
3,677

 
2,120

 
6,550

 
4,461

Mortgage banking
 
1,633

 
530

 
2,955

 
848

Bank-owned life insurance
 
465

 
389

 
937

 
695

Gain on sales of available for sale securities
 
84

 
218

 
85

 
218

Other
 
1,446

 
519

 
2,364

 
1,269

Total non-interest income
 
10,800

 
5,264

 
19,639

 
10,294

Non-interest expense
 
 

 
 

 
 
 
 

Salaries and employee benefits
 
15,391

 
8,657

 
30,593

 
17,755

Occupancy and equipment
 
4,637

 
2,547

 
9,436

 
5,210

Data processing
 
1,929

 
991

 
3,817

 
2,021

FDIC deposit insurance premiums
 
772

 
365

 
1,486

 
755

Professional services
 
1,407

 
674

 
2,499

 
1,359

Foreclosed asset expenses, net
 
445

 
150

 
633

 
413

Loan, collection, and repossession expense
 
850

 
353

 
1,786

 
1,034

Merger and conversion costs
 
(25
)
 
2,068

 
195

 
3,277

Restructuring charges
 
2,294

 
93

 
3,201

 
929

Amortization of other intangible assets
 
777

 
224

 
1,592

 
451

Other
 
3,839

 
2,017

 
8,036

 
3,971

Total non-interest expense
 
32,316

 
18,139

 
63,274

 
37,175

Income before income taxes
 
16,817

 
5,714

 
32,913

 
9,630

Income tax expense
 
6,076

 
2,504

 
11,922

 
4,185

Net income
 
10,741

 
3,210

 
20,991

 
5,445

Dividends on preferred stock
 
182

 

 
821

 

Net income attributable to non-controlling interests
 

 
1,476

 

 
2,466

Net income available to common shareholders
 
$
10,559

 
$
1,734

 
$
20,170

 
$
2,979

 
 
 
 
 
 
 
 
 
Net income per common share
 
 

 
 

 
 

 
 

Basic
 
$
0.33

 
$
0.19

 
$
0.64

 
$
0.32

Diluted
 
0.33

 
0.19

 
0.64

 
0.32

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 

 
 

 
 

 
 

Basic
 
31,609,021

 
9,219,406

 
31,607,971

 
9,219,406

Diluted
 
31,610,620

 
9,219,406

 
31,609,785

 
9,219,406


See accompanying Notes to Consolidated Financial Statements.

- 4 -


YADKIN FINANCIAL CORPORATION
 
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 
For the Three and Six Months Ended June 30, 2015 and 2014
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income
$
10,741

 
$
3,210

 
$
20,991

 
$
5,445

Other comprehensive income (loss):
 
 
 
 
 
 
 
Securities available for sale:
 

 
 

 
 

 
 

Unrealized net gains (losses) on available for sale securities
(6,518
)
 
4,067

 
(2,196
)
 
7,380

Tax effect
2,502

 
(1,566
)
 
954

 
(2,845
)
Reclassification of gains on sales of securities
(84
)
 
(218
)
 
(85
)
 
(218
)
Tax effect
32

 
84

 
33

 
84

Net of tax amount
(4,068
)
 
2,367

 
(1,294
)
 
4,401

Cash flow hedges:
 

 
 

 
 

 
 

Unrealized net gains (losses) on cash flow hedges
3,493

 
(1,292
)
 
(670
)
 
(2,241
)
Tax effect
(1,347
)
 
498

 
258

 
864

Reclassification of amounts into interest expense from termination of interest rate swaps
8

 

 
8

 

Tax effect
(3
)
 

 
(3
)
 

Net of tax amount
2,151

 
(794
)
 
(407
)
 
(1,377
)
Total other comprehensive income (loss)
(1,917
)
 
1,573

 
(1,701
)
 
3,024

Comprehensive income
$
8,824

 
$
4,783

 
$
19,290

 
$
8,469

 

See accompanying Notes to Consolidated Financial Statements.

- 5 -



YADKIN FINANCIAL CORPORATION
 
 
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
 
 
For the Six Months Ended June 30, 2015 and 2014
 
 
 
Preferred Stock
 
Common Stock
 
Common Stock Warrants
 
Additional Paid-in Capital
 
Retained Earnings (Accumulated Deficit)
 
Accumulated Other Comprehensive Loss
 
Shareholders' Equity Before Non-Controlling Interests
 
Non-Controlling Interests
 
Total Shareholders' Equity
(Dollars in thousands)
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
 

 
$

 
9,219,406

 
$
9,219

 
$

 
$
144,964

 
$
(10,658
)
 
$
(2,725
)
 
$
140,800

 
$
97,259

 
$
238,059

Net income
 

 

 

 

 

 

 
2,979

 

 
2,979

 
2,466

 
5,445

Other comprehensive income
 

 

 

 

 

 

 

 
1,958

 
1,958

 
1,066

 
3,024

Stock-based compensation
 

 

 

 

 

 
206

 

 

 
206

 
111

 
317

Subsidiary stock options exercised
 

 

 

 

 

 

 

 

 

 
138

 
138

Issuance of subsidiary common stock
 

 

 

 

 

 
1,301

 

 
97

 
1,398

 
43,068

 
44,466

Dividends paid on subsidiary preferred stock
 

 

 

 

 

 

 

 

 

 
(314
)
 
(314
)
Repurchase of subsidiary preferred stock
 

 

 

 

 

 

 

 

 

 
(42,849
)
 
(42,849
)
Repurchase of subsidiary common stock warrants
 

 

 

 

 

 

 

 

 

 
(2,552
)
 
(2,552
)
Balance as of June 30, 2014
 

 
$

 
9,219,406

 
$
9,219

 
$

 
$
146,471

 
$
(7,679
)
 
$
(670
)
 
$
147,341

 
$
98,393

 
$
245,734

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2014
 
28,405

 
$
28,405

 
31,599,150

 
$
31,599

 
$
717

 
$
492,014

 
$
7,311

 
$
(2,244
)
 
$
557,802

 
$

 
$
557,802

Net income
 

 

 

 

 

 

 
20,991

 

 
20,991

 

 
20,991

Other comprehensive loss
 

 

 

 

 

 

 

 
(1,701
)
 
(1,701
)
 

 
(1,701
)
Restricted stock grants
 

 

 
103,000

 
103

 

 
(103
)
 

 

 

 

 

Stock-based compensation
 

 

 

 

 

 
130

 

 

 
130

 

 
130

Stock options exercised
 

 

 
9,871

 
10

 

 
110

 

 

 
120

 

 
120

Redemption of preferred stock
 
(28,405
)
 
(28,405
)
 

 

 

 

 

 

 
(28,405
)
 

 
(28,405
)
Dividends paid on preferred stock
 

 

 

 

 

 

 
(821
)
 

 
(821
)
 

 
(821
)
Balance as of June 30, 2015
 

 
$

 
31,712,021

 
$
31,712

 
$
717

 
$
492,151

 
$
27,481

 
$
(3,945
)
 
$
548,116

 
$

 
$
548,116

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


See accompanying Notes to Consolidated Financial Statements.


- 6 -



YADKIN FINANCIAL CORPORATION
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
For the Six Months Ended June 30, 2015 and 2014
 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
Cash flows from operating activities
 
 
 
Net income
$
20,991

 
$
5,445

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 

 
 

Stock-based compensation
130

 
317

Provision for loan losses
1,955

 
1,754

Accretion of acquisition discount on purchased loans
(13,145
)
 
(10,035
)
Depreciation
3,109

 
1,569

Amortization of core deposit intangible
1,592

 
451

Amortization of acquisition premium on time deposits
(1,874
)
 
(1,168
)
Net accretion of acquisition discount on long-term debt
232

 
(18
)
(Gain) loss on mortgage loan commitments
(141
)
 
58

Gain on sales of loans held for sale
(8,718
)
 
(4,998
)
Originations of loans held for sale
(140,721
)
 
(67,117
)
Proceeds from sales of loans held for sale
131,022

 
70,120

Increase in cash surrender value of bank-owned life insurance
(937
)
 
(695
)
Deferred income taxes
11,922

 
4,185

Gain on sales of available for sale securities
(85
)
 
(218
)
Net amortization of premiums on available for sale securities
2,917

 
1,229

Net (gain) loss on disposal of foreclosed assets
(210
)
 
12

Valuation adjustments on foreclosed assets
605

 
105

Gain on sales of loans held for investment

 
(954
)
Change in assets and liabilities:
 

 
 

(Increase) decrease in accrued interest receivable
(138
)
 
730

Increase in other assets
(2,952
)
 
(2,156
)
Increase in accrued interest payable
23

 
271

Increase in other liabilities
850

 
81

Net cash (used in) provided by operating activities
6,427

 
(1,032
)
Cash flows from investing activities
 

 
 

Purchases of investment securities available for sale
(40,897
)
 
(12,042
)
Purchases of investment securities held to maturity

 
(3,119
)
Proceeds from maturities and repayments of investment securities available for sale
40,187

 
16,833

Proceeds from call of investment securities held to maturity

 
500

Proceeds from sales of investment securities available for sale
19,169

 
11,256

Loan originations and principal collections, net
(49,556
)
 
26,140

Proceeds from sales of loans

 
1,159

Purchases of trade accounts receivable, net
(25,112
)
 
(25,812
)
Purchases of premises and equipment
(935
)
 
(906
)
Disposals of premises and equipment
692

 
1,240

Proceeds from disposal of foreclosed assets
2,731

 
3,103

Purchases and redemptions of Federal Home Loan Bank stock, net
(2,477
)
 
(21
)
Purchase of bank-owned life insurance

 
(15,000
)
Net cash (used in) provided by investing activities
(56,198
)
 
3,331


- 7 -



 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
Cash flows from financing activities
 

 
 

Net (decrease) increase in deposits
(2,396
)
 
1,898

Proceeds from issuance of short-term borrowings, net
37,000

 
11,000

Proceeds from issuance (repayment) of long-term debt, net
34,869

 
30

Proceeds from exercise of stock options
120

 
138

Proceeds from issuance of subsidiary common stock, net of issuance costs

 
44,466

Repurchase of subsidiary preferred stock

 
(42,849
)
Repurchase of subsidiary common stock warrants

 
(2,552
)
Repurchase of preferred stock
(28,405
)
 

Dividends paid on subsidiary preferred stock

 
(314
)
Dividends paid on preferred stock
(821
)
 

Net cash provided by financing activities
40,367

 
11,817

Net change in cash and cash equivalents
(9,404
)
 
14,116

Cash and cash equivalents, beginning of period
132,365

 
100,779

Cash and cash equivalents, end of period
$
122,961

 
$
114,895

 
 
 
 
SUPPLEMENTAL DISCLOSURES:
 

 
 

Cash payments for:
 

 
 

Interest
$
11,071

 
$
6,464

Income taxes

 

Noncash investing activities:
 

 
 

Transfers of loans to foreclosed assets
$
3,782

 
$
2,488

Change in fair value of securities available for sale, net of tax
(1,294
)
 
4,401

Change in fair value of cash flow hedge, net of tax
(407
)
 
(1,377
)


See accompanying Notes to Consolidated Financial Statements.

- 8 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)



NOTE A – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The accompanying unaudited consolidated financial statements include the accounts of Yadkin Financial Corporation (the "Company" or "Yadkin") and its wholly-owned subsidiary, Yadkin Bank. The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). They do not include all of the information and footnotes required by such accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and accompanying footnotes of the Company's 2014 Form 10-K.

In the opinion of management, all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included, and all intercompany transactions have been eliminated in consolidation. Results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2015. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

On July 4, 2014, the Company completed its mergers (the “Mergers”) with VantageSouth Bancshares, Inc. ("VantageSouth") and Piedmont Community Bank Holdings, Inc. ("Piedmont"), pursuant to an Agreement and Plan of Merger dated January 27, 2014, as amended (the “Merger Agreement”). At closing, VantageSouth and Piedmont merged with and into Yadkin, with Yadkin continuing as the surviving corporation. Pursuant to the Merger Agreement, holders of VantageSouth common stock received 0.3125 shares of voting common stock of Yadkin for each share of VantageSouth common stock. Holders of Piedmont common stock received (i) 6.28597 shares of voting common stock of Yadkin; (ii) $6.6878 in cash; and (iii) a right to receive a pro rata portion of certain shares of voting common stock of Yadkin at a later date if such shares do not become payable under the Piedmont Phantom Equity Plan. Immediately following the Mergers, VantageSouth Bank, the wholly owned banking subsidiary of VantageSouth, merged with and into Yadkin Bank.

The Mergers were accounted for as a reverse merger using the acquisition method of accounting primarily due to the relative voting interests in the Company upon completion of the Mergers. As a result, Piedmont and its consolidated subsidiaries represent the accounting acquirer, and Yadkin represents the accounting acquiree. Therefore, historical financial results of the Company prior to the Mergers reflect the historical balances of Piedmont. Financial results of the Company following the Mergers reflect balances of the combined organization. As required under the acquisition method of accounting, the assets and liabilities of Yadkin as of the date of the Mergers were recorded at estimated fair value and added to those of Piedmont. The Mergers had a significant impact on all aspects of the Company's financial statements, and as a result, financial results after the Mergers may not be comparable to financial results prior to the Mergers.

Recently Adopted and Issued Accounting Standards

In May 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-07:  Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) (a Consensus of the Emerging Issues Task Force). The new guidance eliminates the requirement to classify in the fair value hierarchy any investments for which fair value is measured at net asset value per share using the practical expedient. This guidance is effective for interim and annual periods beginning after December 15, 2015. The adoption of this guidance is not expected to be material to the consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03:  Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.  The amendments in ASU 2015-03 require a reporting entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments. The amendments in ASU 2015-03 are effective for interim and annual periods beginning after December 15, 2015 and are to be applied retrospectively. As of June 30, 2015, the Company had $626 of debt issuance costs that were included in other assets. These costs will be reclassified to reduce the carrying amount of the related debt liability on the effective date.


- 9 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


In August 2014, the FASB issued ASU No. 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. The amendments in ASU 2014-14 require a reporting entity to de-recognize a mortgage loan and recognize a separate other receivable upon foreclosure if certain conditions are met. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance expected to be recovered from the guarantor. The amendments in ASU No. 2014-14 were effective for interim and annual periods beginning after December 15, 2014. Adoption of ASU 2014-14 did not have a material impact on the Company’s financial position or results of operations.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860). The amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. The guidance also requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. ASU 2014-11 was effective for interim and annual reporting periods beginning after December 15, 2014. Adoption of ASU 2014-11 did not have a material impact on the Company’s financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU No. 2014-09 provide a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in ASU No. 2014-09 are effective for periods beginning after December 15, 2017. Early adoption is allowed. Adoption of ASU No. 2014-09 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2014, the FASB issued ASU 2014-04, Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in ASU 2014-04 clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments in ASU 2014-04 were effective for periods beginning after December 15, 2014. Adoption of ASU 2014-04 did not have a material impact on the Company’s financial position or results of operations.

In January 2014, the FASB issued ASU 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in ASU 2014-01 permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in ASU 2014-01 were effective for periods beginning after December 15, 2014. Adoption of ASU 2014-01 did not have a material impact on the Company’s financial position or results of operations.

NOTE B – PER SHARE RESULTS
 
Basic and diluted net income per share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted net income per share reflects the potential dilution that could occur if common stock options and warrants were exercised, resulting in the issuance of common stock that then shared in the net income of the Company.

Basic and diluted net income per share have been computed based upon net income available to common shareholders as presented in the accompanying consolidated statements of operations divided by the weighted average number of common shares outstanding or assumed to be outstanding as summarized below.

- 10 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Weighted average number of common shares
31,609,021

 
9,219,406

 
31,607,971

 
9,219,406

Effect of dilutive stock options and warrants
1,599

 

 
1,814

 

Weighted average number of common shares and dilutive potential common shares
31,610,620

 
9,219,406

 
31,609,785

 
9,219,406

 
 
 
 
 
 
 
 
Anti-dilutive stock options
37,279

 

 
37,279

 

Anti-dilutive stock warrants
91,178

 

 
91,178

 

 
NOTE C – MERGERS AND ACQUISITIONS
 
Mergers with VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc.

On July 4, 2014, the Company completed the Mergers with VantageSouth and Piedmont pursuant to the Merger Agreement. At closing, VantageSouth and Piedmont merged with and into Yadkin, with Yadkin continuing as the surviving corporation. Piedmont owned a controlling interest in VantageSouth at the time of the Mergers. Pursuant to the Merger Agreement, holders of VantageSouth common stock received 0.3125 shares of voting common stock of Yadkin for each share of VantageSouth common stock. Holders of Piedmont common stock received (i) 6.28597 shares of voting common stock of Yadkin; (ii) $6.6878 in cash; and (iii) a right to receive a pro rata portion of certain shares of voting common stock of the Company at a later date if such shares do not become payable under the Piedmont Phantom Equity Plan. Immediately following the Mergers, VantageSouth Bank, the wholly owned banking subsidiary of VantageSouth, merged with and into Yadkin Bank.

The Mergers were accounted for as a reverse merger using the acquisition method of accounting primarily due to the relative voting interests in the Company upon completion of the Mergers. As a result, Piedmont and its consolidated subsidiaries represent the accounting acquirer, and Yadkin represents the accounting acquiree. Therefore, the historical financial results of the Company prior to the Mergers reflect the historical balances of Piedmont, and the financial results of the Company after the Mergers reflect the combined organization. The assets and liabilities of Yadkin as of the date of the Mergers were recorded at estimated fair value and added to those of Piedmont. The Company completed its valuations of Yadkin's assets and liabilities but may refine those valuations for up to a year from the date of the Mergers. The Mergers had a significant impact on all aspects of the Company's financial statements, and as a result, financial results after the Mergers may not be comparable to financial results prior to the Mergers.

The Piedmont Phantom Equity Plan, which is a type of deferred compensation plan, was assumed by the Company in the Mergers. A total of 856,447 shares of Yadkin’s voting common stock that otherwise would have been issued to Piedmont shareholders as merger consideration if the Piedmont Phantom Equity Plan did not exist was issued to a rabbi trust established by Yadkin to serve as a source of payment for both (i) payments due under the Piedmont Phantom Equity Plan and (ii) contingent merger consideration payable to former holders of Piedmont common stock.

At the time of the Mergers, 28,405 shares of Yadkin's Series T and T-ACB Preferred Stock were assumed by the Company. The Series T and T-ACB Preferred Stock rank equally and have identical terms. They have no maturity date and pay cumulative dividends of 9.0 percent annually. The Company redeemed the Series T and T-ACB Preferred Stock in the second quarter of 2015.

Yadkin issued 17.3 million shares of voting common stock in connection with the Mergers, which represented approximately 55 percent of the voting interests in the Company at the time of the Mergers. Guidance in FASB ASC 805-40-30-2 explains that the purchase price in a reverse merger is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same equity interest in the combined entity that results from the reverse acquisition. The first step in estimating the purchase price in the Mergers is to determine the ownership of the combined institution following the Mergers. The table below summarizes, for each shareholder group immediately prior to the Mergers, the ownership of Yadkin common stock immediately following the Mergers as well as the market capitalization of the combined institution using Yadkin’s stock price at the time of the Mergers.

- 11 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


 
 
 
Yadkin Financial Corporation Ownership and Market Value Table
Shareholder Groups Immediately Prior to Mergers
 
Number of Outstanding YDKN Shares
 
Percentage Ownership
 
Market Value at $19.41 YDKN Share Price
 
 
 
 
 
 
 
 
Piedmont shareholders
 
 
9,219,406

 
29.1
%
 
$
178,949

VantageSouth shareholders (excluding Piedmont)
 
 
7,195,127

 
22.7
%
 
139,657

Shares issued and held in Rabbi Trust
 
 
856,447

 
2.7
%
 
16,624

Total Piedmont and VantageSouth shareholders
 
 
17,270,980

 
54.6
%
 
335,230

Yadkin shareholders
 
 
14,380,127

 
45.4
%
 
279,118

Total
 
 
31,651,107

 
100.0
%
 
$
614,348


Next, the number of shares Piedmont would have had to issue to give Yadkin and other owners the same percentage ownership in the combined institution is calculated in the table below.
 
 
 
Hypothetical Piedmont Ownership
Shareholder Groups Immediately Prior to Mergers
 
Number of Outstanding Piedmont Shares
 
Percentage Ownership
 
 
 
 
 
 
Piedmont shareholders
 
 
1,466,664

 
29.1
%
VantageSouth shareholders (excluding Piedmont)
 
 
1,144,633

 
22.7
%
Shares issued and held in Rabbi Trust
 
 
136,247

 
2.7
%
Total Piedmont and VantageSouth shareholders
 
 
2,747,544

 
54.6
%
Yadkin shareholders
 
 
2,287,654

 
45.4
%
Total
 
 
5,035,198

 
100.0
%

Finally, the purchase price is calculated based on the number of hypothetical Piedmont shares issued to Yadkin shareholders multiplied by the share price as demonstrated in the table below. Because Piedmont was the accounting acquirer in the Mergers and was a private company, the market price per share was derived from Yadkin’s closing stock price at the time of the Mergers. The equivalent Piedmont market price per share was calculated based on the 6.28597 exchange ratio in the Mergers.
 
 
Calculation of Purchase Price
 
 
 
Equivalent Piedmont market price per share
 
$
122.01

Number of Piedmont shares issued to Yadkin shareholders
 
2,287,654

Purchase price (in thousands)
 
$
279,115



- 12 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following table presents the Yadkin assets acquired, liabilities assumed and other equity interests as of July 4, 2014 as well as the related purchase price allocation and calculation of the residual goodwill.
 
As Reported by Yadkin at
July 4, 2014
 
Initial
Fair Value Adjustments
 
Measurement Period Adjustments
 
As Reported by the Company at
July 4, 2014
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
36,116

 
$

 
$

 
$
36,116

Investment securities available for sale
259,143

 
(1,488
)
(a)

 
257,655

Loans held for sale
15,696

 

(b)

 
15,696

Loans, net
1,403,419

 
(30,740
)
 

 
1,372,679

Federal Home Loan Bank stock, at cost
3,778

 

 

 
3,778

Premises and equipment
40,204

 
(2,344
)
(c)

 
37,860

Bank-owned life insurance
27,306

 

 

 
27,306

Foreclosed assets
2,271

 
(601
)
(d)

 
1,670

Deferred tax asset, net
16,955

 
5,939

(e)
1,197

(p)
24,091

Goodwill

 
124,172

(f)
1,727

(n)
125,899

Other intangible assets
1,665

 
10,965

(g)
321

(o)
12,951

Accrued interest receivable and other assets
16,330

 
(2,229
)
(h)


14,101

Total assets
1,822,883

 
103,674

 
3,245

 
1,929,802

Liabilities:
 
 
 
 
 
 
 
Deposits
1,509,581

 
5,019

(i)

 
1,514,600

Short-term borrowings
72,879

 

 

 
72,879

Long-term debt
38,217

 
(15,486
)
(j)

 
22,731

Accrued interest payable and other liabilities
8,448

 
(338
)
(k)
3,245

(q)
11,355

Total liabilities
1,629,125

 
(10,805
)
 
3,245

 
1,621,565

Net assets acquired
193,758

 
114,479

 

 
308,237

Other equity interests:
 
 
 
 
 
 
 
Preferred stock
28,405

 

(l)

 
28,405

Common stock warrants
1,850

 
(1,133
)
(m)

 
717

Total other equity interests
30,255

 
(1,133
)
 

 
29,122

Purchase price
 
 
 
 
 
 
$
279,115


Explanation of fair value adjustments
(a) Adjustment reflects opening fair value of securities portfolio, which was established as the new book basis of the portfolio.
(b) Adjustment reflects the elimination of Yadkin's historical allowance for loan losses of $16,449 and the recording of a fair value discount of $47,189 on the loan portfolio. The fair value discount was calculated by forecasting cash flows over the expected remaining life of each loan and discounting those cash flows to present value using current market rates for similar loans. Forecasted cash flows include an estimate of lifetime credit losses on the loan portfolio.
(c) Adjustment reflects fair value adjustments on certain acquired branch offices as well as certain software and computer equipment.
(d) Adjustment reflects the write down of certain foreclosed assets based on current estimates of property values given current market conditions and additional discounts based on the Company's planned disposition strategy.
(e) Adjustment reflects the tax impact of acquisition accounting fair value adjustments.
(f) Goodwill represents the excess of the purchase price over the fair value of acquired net assets.
(g) Adjustment reflects the fair value of the acquired core deposit intangible.
(h) Adjustment reflects the impact of fair value adjustments on other assets, which include mortgage servicing assets, certain unusable prepaid expenses, and the elimination of accrued interest on purchased credit-impaired loans.
(i) Adjustment reflects the fair value premium on time deposits, which was calculated by discounting future contractual interest payments at a current market interest rate.
(j) Adjustments reflect the fair value adjustments for subordinated debt issued to fund trust preferred securities and long-term Federal Home Loan Bank ("FHLB") advances, which were calculated by discounting future contractual interest payments at a current market interest rate for similar instruments. For FHLB advances, the fair value adjustment is consistent with the prepayment penalty the FHLB would charge to terminate the advance.
(k) Adjustments reflect accruals and fair value adjustments for other liabilities, which include the write-off of unearned income, deferred gains, and accrued liabilities that will not be paid.
(l) No fair value adjustments were made to Yadkin's outstanding preferred stock. The acquisition date preferred dividend rate of 9.0 percent approximated the then-current market yield for issuances of similar perpetual preferred stock. The preferred stock was redeemable at the liquidation value on the acquisition date, and the Company expected the remaining life of the preferred stock would be relatively short.
(m) The fair value of the common stock warrants was estimated using a Black-Scholes option pricing model assuming all 91,178 warrants will remain outstanding through expiration on July 24, 2019. Assumptions and inputs used in the option pricing model included stock price volatility of 48.6 percent, no dividends, a risk free interest rate of 1.74 percent, and an exercise price of $21.90 per common warrant.
(n) Amount reflects adjustments to goodwill resulting from adjustments (o), (p) and (q).
(o) Amount reflects an adjustment to estimated fair value of the acquired core deposit intangible.

- 13 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


(p) Amount reflects adjustments to acquired deferred tax assets and the tax impact of adjustments (o) and (q).
(q) Amount reflects the adjustment of change in control obligations existing under various employment agreements that were triggered by the Mergers, an increase in reserves for unfunded letters of credit, and additional accruals for certain legal matters and other liabilities.

Supplemental Pro Forma Information

The table below presents supplemental pro forma information as if the Mergers with VantageSouth and Piedmont had occurred at the beginning of the earliest period presented, which was January 1, 2014. Pro forma results include adjustments for amortization and accretion of fair value adjustments and do not include any projected cost savings or other anticipated benefits of the Mergers. Therefore, the pro forma financial information is not indicative of the results of operations that would have occurred had the transactions been effected on the assumed date.
 
Three months ended
June 30, 2014
 
Six months ended
June 30, 2014
 
 
 
 
 
 
Net interest income
$
38,537

 
$
77,622

 
 
 
 
Net income
10,059

 
19,011

 
 
 
 
Net income available to common shareholders
9,451

 
17,844

 
 
 
 
Basic income per common share
0.30

 
0.58

 
 
 
 
Diluted income per common share
0.30

 
0.57

 
 
 
 
Weighted average basic common shares outstanding
31,486,304

 
30,985,323

 
 
 
 
Weighted average diluted common shares outstanding
31,642,902

 
31,135,613


NOTE D – INVESTMENT SECURITIES
 
The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale and held to maturity by major classification.
 
 
June 30, 2015
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Securities available for sale:
 
 

 
 

 
 

 
 

GSE obligations
 
$
19,930

 
$
101

 
$

 
$
20,031

SBA-guaranteed securities
 
55,417

 
156

 
260

 
55,313

Mortgage-backed securities issued by GSE
 
398,769

 
1,089

 
5,679

 
394,179

Corporate bonds
 
129,775

 
963

 
358

 
130,380

Non-agency RMBS
 
4,240

 
77

 
10

 
4,307

Non-agency CMBS
 
3,528

 

 
9

 
3,519

Municipal bonds
 
38,746

 
289

 
7

 
39,028

Other debt securities
 
245

 

 

 
245

Equity securities
 
2,381

 
12

 
380

 
2,013

Total securities available for sale
 
$
653,031

 
$
2,687

 
$
6,703

 
$
649,015

 
 
 
 
 
 
 
 
 
Securities held to maturity:  
 
 
 
 
 
 
 
 
Municipal bonds
 
$
39,402

 
$
602

 
$
27

 
$
39,977

 

- 14 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


 
 
December 31, 2014
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Securities available for sale:
 
 

 
 

 
 

 
 

GSE obligations
 
$
14,914

 
$
30

 
$

 
$
14,944

SBA-guaranteed securities
 
60,408

 
84

 
372

 
60,120

Mortgage-backed securities issued by GSE
 
428,076

 
1,086

 
3,879

 
425,283

Corporate bonds
 
118,799

 
1,261

 
148

 
119,912

Non-agency RMBS
 
4,961

 
3

 
1

 
4,963

Non-agency CMBS
 
3,576

 
2

 

 
3,578

Municipal bonds
 
39,907

 
355

 
4

 
40,258

Other debt securities
 
498

 

 

 
498

Equity securities
 
3,017

 
1

 
153

 
2,865

Total securities available for sale
 
$
674,156

 
$
2,822

 
$
4,557

 
$
672,421

 
 
 
 
 
 
 
 
 
Securities held to maturity:  
 
 
 
 
 
 
 
 
Municipal bonds
 
$
39,620

 
$
966

 
$

 
$
40,586

 
The following tables summarize gross unrealized losses and fair values, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position. 
 
 
Less than 12 months
 
12 months or more
 
Total
 
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
SBA-guaranteed securities
 
$
3,471

 
$
5

 
$
32,214

 
$
255

 
$
35,685

 
$
260

Mortgage-backed securities issued by GSE
 
132,048

 
1,891

 
119,173

 
3,788

 
251,221

 
5,679

Corporate bonds
 
31,008

 
250

 
3,721

 
108

 
34,729

 
358

Non-agency RMBS
 
1,081

 
10

 

 

 
1,081

 
10

Non-agency CMBS
 
3,519

 
9

 

 

 
3,519

 
9

Municipal bonds
 
5,153

 
7

 

 

 
5,153

 
7

Equity securities
 
1,800

 
380

 

 

 
1,800

 
380

Total temporarily impaired AFS securities
 
$
178,080

 
$
2,552

 
$
155,108

 
$
4,151

 
$
333,188

 
$
6,703

 
 
 
 
 
 
 
 
 
 
 
 
 
Securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
Municipal bonds
 
$
3,635

 
$
27

 
$

 
$

 
$
3,635

 
$
27

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
SBA-guaranteed securities
 
$
94

 
$
1

 
$
41,950

 
$
371

 
$
42,044

 
$
372

Mortgage-backed securities issued by GSE
 
152,186

 
1,117

 
149,746

 
2,762

 
301,932

 
3,879

Corporate bonds
 
18,123

 
64

 
3,767

 
84

 
21,890

 
148

Non-agency RMBS
 
1,318

 
1

 

 

 
1,318

 
1

Municipal bonds
 
1,953

 
4

 

 

 
1,953

 
4

Equity securities
 
2,711

 
153

 

 

 
2,711

 
153

Total temporarily impaired AFS securities
 
$
176,385

 
$
1,340

 
$
195,463

 
$
3,217

 
$
371,848

 
$
4,557

 
The table below summarizes the number of investment securities in an unrealized loss position.

- 15 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


 
 
June 30,
2015
 
December 31, 2014
 
 
 
 
 
Securities available for sale:
 
 
 
 
SBA-guaranteed securities
 
16

 
19

Mortgage-backed securities issued by GSE
 
69

 
76

Corporate bonds
 
9

 
5

Non-agency RMBS
 
2

 
1

Non-agency CMBS
 
1

 

Municipal bonds
 
9

 
6

Equity securities
 
2

 
4

Total number of AFS securities in an unrealized loss position
 
108

 
111

Securities held to maturity:
 
 
 
 
Municipal bonds
 
2

 

Total number of investment securities in an unrealized loss position
 
110

 
111


As of June 30, 2015, 54 securities had been in an unrealized loss position for more than a twelve month period. The Company had $108 thousand in gross unrealized losses on one corporate bond that had been in an unrealized loss position for more than twelve months as of June 30, 2015. This was the only security in a loss position for this period of time that was not issued or guaranteed by a U.S. government agency or GSE. Based on a review of financial statements and other financial data for this corporate issuer, the Company does not believe the unrealized loss on this bond was due to credit events.
 
The securities in an unrealized loss position as of June 30, 2015 continue to perform and are expected to perform through maturity, and the issuers have not experienced significant adverse events that would call into question their ability to repay these debt obligations according to contractual terms. Further, because the Company does not intend to sell these investments and does not believe that it will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, unrealized losses on such securities were not considered to represent other-than-temporary impairment as of June 30, 2015.

As of June 30, 2015 and December 31, 2014, the Company held no individual investment securities with an aggregate book value greater than 10 percent of total shareholders’ equity. As of June 30, 2015 and December 31, 2014, investment securities with carrying values of $291,308 and $314,184, respectively, were pledged to secure public deposits, borrowings and for other purposes required or permitted by law.
 
The amortized cost and fair values of securities available for sale, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 
 
June 30, 2015
 
December 31, 2014
 
Amortized
cost
 
Fair
value
 
Amortized
cost
 
Fair
value
Securities available for sale:
 
 
 
 
 
 
 
Due within one year
$
72,634

 
$
73,131

 
$
30,365

 
$
30,536

Due after one year through five years
335,941

 
334,806

 
294,557

 
295,252

Due after five years through ten years
200,386

 
197,749

 
313,733

 
311,313

Due after ten years
41,689

 
41,316

 
32,484

 
32,455

Equity securities
2,381

 
2,013

 
3,017

 
2,865

 
$
653,031

 
$
649,015

 
$
674,156

 
$
672,421

Securities held to maturity:  
 
 
 
 
 
 
 
Due after one year through five years
$
27,215

 
$
27,617

 
$
20,177

 
$
20,747

Due after five years through ten years
8,540

 
8,638

 
15,836

 
16,092

Due after ten years
3,647

 
3,722

 
3,607

 
3,747

 
$
39,402

 
$
39,977

 
$
39,620

 
$
40,586



- 16 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following table summarizes securities gains for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Gross gains on sales of securities available for sale
$
84

 
$
218

 
$
85

 
$
218

Gross losses on sales of securities available for sale

 

 

 

Total securities gains
$
84

 
$
218

 
$
85

 
$
218


NOTE E – LOANS AND ALLOWANCE FOR LOAN LOSSES
 
The following table summarizes the Company's loans by type.
 
 
June 30,
2015
 
December 31, 2014
Commercial:
 
 
 
 
Commercial real estate
 
$
1,430,343

 
$
1,355,536

Commercial and industrial
 
503,200

 
468,848

Construction and development
 
321,282

 
370,807

Consumer:
 
 
 
 
Residential real estate
 
357,616

 
360,249

Construction and development
 
32,309

 
30,061

Home equity
 
276,687

 
276,662

Other consumer
 
35,225

 
36,874

Gross loans
 
2,956,662

 
2,899,037

Less:
 
 

 
 

Deferred loan fees
 
(891
)
 
(771
)
Allowance for loan losses
 
(8,358
)
 
(7,817
)
Net loans
 
$
2,947,413

 
$
2,890,449

  
As of June 30, 2015 and December 31, 2014, loans with a recorded investment of $917,199 and $828,365, respectively, were pledged to secure borrowings or available lines of credit with correspondent banks.

Purchased Credit-Impaired Loans

Loans for which it is probable at acquisition that all contractually required payments will not be collected are considered purchased credit-impaired ("PCI") loans. The following table relates to acquired Yadkin PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the merger date.
 
Yadkin Merger
July 4, 2014
 
 
Contractually required payments
$
110,365

Nonaccretable difference
(21,102
)
Cash flows expected to be collected at acquisition
89,263

Accretable yield
(8,604
)
Fair value of PCI loans at acquisition
$
80,659


The following table summarizes changes in accretable yield, or income expected to be collected, related to all of the Company's PCI loans for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Balance, beginning of period
$
26,364

 
$
23,415

 
$
25,181

 
$
25,349

Accretion of income
(3,290
)
 
(2,971
)
 
(6,918
)
 
(6,048
)
Reclassifications from nonaccretable difference
2,501

 
324

 
4,055

 
2,474

Other, net
(1,475
)
 
(559
)
 
1,782

 
(1,566
)
Balance, end of period
$
24,100

 
$
20,209

 
$
24,100

 
$
20,209

 

- 17 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The outstanding balance of PCI loans consists of the undiscounted sum of all amounts, including amounts deemed principal, interest, fees, penalties, and other under the loan, owed by the borrower at the reporting date, whether or not currently due and whether or not any such amounts have been written or charged off. The unpaid principal balance of PCI loans was $190,517 and $228,956 as of June 30, 2015 and December 31, 2014, respectively.

Purchased Non-impaired Loans

Purchased non-impaired loans are also recorded at fair value at acquisition, and the related fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan. The following table relates to acquired Yadkin purchased non-impaired loans and provides the contractually required payments, fair value, and estimate of contractual cash flows not expected to be collected at the merger date.
 
Yadkin Merger
July 4, 2014
 
 
Contractually required payments
$
1,502,793

Fair value of acquired loans at acquisition
1,292,020

Contractual cash flows not expected to be collected
36,219


Allowance for Loan Losses
 
The following tables summarize the activity in the allowance for loan losses for the periods presented.
 
 
Commercial
Real Estate
 
Commercial and Industrial
 
Commercial Construction
 
Residential
Real Estate
 
 Consumer Construction
 
Home Equity
 
Other Consumer
 
Total
Three months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
2,954

 
$
1,336

 
$
1,732

 
$
1,251

 
$
213

 
$
706

 
$
92

 
$
8,284

Charge-offs
 
(157
)
 
(602
)
 
(51
)
 
(120
)
 

 
(183
)
 
(112
)
 
(1,225
)
Recoveries
 
7

 
114

 
5

 
28

 

 
113

 
38

 
305

Provision for loan losses
 
333

 
1,112

 
(1,021
)
 
168

 
56

 
139

 
207

 
994

Ending balance
 
$
3,137

 
$
1,960

 
$
665

 
$
1,327

 
$
269

 
$
775

 
$
225

 
$
8,358

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
2,796

 
$
1,274

 
$
1,691

 
$
1,237

 
$
194

 
$
546

 
$
79

 
$
7,817

Charge-offs
 
(256
)
 
(971
)
 
(67
)
 
(130
)
 

 
(318
)
 
(248
)
 
(1,990
)
Recoveries
 
12

 
250

 
10

 
52

 
27

 
154

 
71

 
576

Provision for loan losses
 
585

 
1,407

 
(969
)
 
168

 
48

 
393

 
323

 
1,955

Ending balance
 
$
3,137

 
$
1,960

 
$
665

 
$
1,327

 
$
269

 
$
775

 
$
225

 
$
8,358

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
2,280

 
$
782

 
$
1,610

 
$
1,726

 
$
214

 
$
503

 
$
98

 
$
7,213

Charge-offs
 

 
(205
)
 

 
(11
)
 

 
(83
)
 
(36
)
 
(335
)
Recoveries
 
1

 
23

 
2

 
13

 

 
64

 
6

 
109

Provision for loan losses
 
272

 
278

 
(219
)
 
58

 
(33
)
 
77

 
31

 
464

Ending balance
 
$
2,553

 
$
878

 
$
1,393

 
$
1,786

 
$
181

 
$
561

 
$
99

 
$
7,451

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
2,419

 
$
805

 
$
1,400

 
$
1,673

 
$
187

 
$
476

 
$
83

 
$
7,043

Charge-offs
 
(242
)
 
(446
)
 
(196
)
 
(207
)
 

 
(271
)
 
(132
)
 
(1,494
)
Recoveries
 
5

 
28

 
2

 
24

 

 
76

 
13

 
148

Provision for loan losses
 
371

 
491

 
187

 
296

 
(6
)
 
280

 
135

 
1,754

Ending balance
 
$
2,553

 
$
878

 
$
1,393

 
$
1,786

 
$
181

 
$
561

 
$
99

 
$
7,451

 

- 18 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following tables summarize the ending allowance for loans losses and the recorded investment in loans by portfolio segment and impairment method.
 
 
June 30, 2015
 
 
Commercial
Real Estate
 
Commercial and Industrial
 
Commercial Construction
 
Residential
Real Estate
 
Consumer Construction
 
Home Equity
 
Other Consumer
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Individually evaluated for impairment
 
$
183

 
$
160

 
$

 
$
207

 
$

 
$

 
$

 
$
550

Collectively evaluated for impairment
 
2,565

 
1,776

 
644

 
345

 
269

 
685

 
166

 
6,450

Purchased credit-impaired
 
389

 
24

 
21

 
775

 

 
90

 
59

 
1,358

Total
 
$
3,137

 
$
1,960

 
$
665

 
$
1,327

 
$
269

 
$
775

 
$
225

 
$
8,358

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Ending balance:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Individually evaluated for impairment
 
$
11,760

 
$
3,105

 
$
179

 
$
3,112

 
$

 
$
20

 
$

 
$
18,176

Collectively evaluated for impairment
 
1,319,303

 
484,647

 
300,586

 
326,298

 
30,884

 
272,610

 
34,727

 
2,769,055

Purchased credit-impaired
 
99,280

 
15,448

 
20,517

 
28,206

 
1,425

 
4,057

 
498

 
169,431

Total
 
$
1,430,343

 
$
503,200

 
$
321,282

 
$
357,616

 
$
32,309

 
$
276,687

 
$
35,225

 
$
2,956,662


 
 
December 31, 2014
 
 
Commercial
Real Estate
 
Commercial and Industrial
 
Commercial Construction
 
Residential
Real Estate
 
Consumer Construction
 
Home Equity
 
Other Consumer
 
Total
Allowance for loan losses:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Ending balance:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Individually evaluated for impairment
 
$
158

 
$
229

 
$

 
$

 
$

 
$
3

 
$

 
$
390

Collectively evaluated for impairment
 
2,177

 
952

 
1,590

 
681

 
194

 
456

 
79

 
6,129

Purchased credit-impaired
 
461

 
93

 
101

 
556

 

 
87

 

 
1,298

Total
 
$
2,796

 
$
1,274

 
$
1,691

 
$
1,237

 
$
194

 
$
546

 
$
79

 
$
7,817

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Ending balance:
 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

Individually evaluated for impairment
 
$
5,398

 
$
2,343

 
$
910

 
$
928

 
$

 
$
406

 
$

 
$
9,985

Collectively evaluated for impairment
 
1,227,597

 
452,487

 
337,540

 
328,693

 
28,436

 
271,928

 
36,244

 
2,682,925

Purchased credit-impaired
 
122,541

 
14,018

 
32,357

 
30,628

 
1,625

 
4,328

 
630

 
206,127

Total
 
$
1,355,536

 
$
468,848

 
$
370,807

 
$
360,249

 
$
30,061

 
$
276,662

 
$
36,874

 
$
2,899,037

  
For non-PCI loans, the evaluation of the adequacy of the ALLL includes both loans evaluated collectively for impairment and loans evaluated individually for impairment. For loans evaluated collectively for impairment, loans are grouped based on common risk characteristics which include loan type and risk grade. Historical loss rates are calculated based on the historical probability of default ("PD") and loss given default ("LGD") for each loan grouping. PDs represent the likelihood that a loan will default within a one year period of time, and LGDs represent the estimated magnitude of loss the Company will incur if a loan defaults. A loan is considered to be in default if it becomes 90 days or more past due, meets the criteria for nonaccrual status, or incurs a charge-off. Historical loss rates are developed with four years of trailing default and loss data. These historical loss rates are then combined with certain qualitative factors to determine the ALLL reserve rates for each loan grouping. Qualitative factors include consideration of certain internal and external factors, such as loan delinquency levels and trends, loan growth, loan portfolio composition and concentrations, local and national economic conditions, the loan review function, and other factors management deems relevant to the ALLL calculation.


- 19 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


In the second quarter of 2015, the Company enhanced its ALLL methodology by transitioning to the PD/LGD approach to calculating historical loss rates by loan grouping, as previously described. In prior periods, the Company calculated historical loss rates by loan type and then weighted these loss rates across its risk grade scale. Both methods use historical loss rates to calculate reserves on loans evaluated collectively for impairment, but the Company believes the enhanced PD/LGD approach provides a more precise and consistent estimate of loan losses across the risk grade scale based on actual default data. The enhanced ALLL calculation did not have a material impact on the total ALLL as of June 30, 2015 or on the provision for loan losses in the second quarter of 2015, however, the enhanced ALLL methodology did change the allocation of ALLL across certain loan classes, particularly commercial and industrial and construction loans. The Company held other significant inputs into the ALLL model consistent, such as the "lookback" period used to develop historical loss rates, the loan groupings for collective evaluation, and the application of qualitative factors. There were also no changes to the Company's evaluation of individually impaired loans.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans according to credit risk. The Company uses the following general definitions for risk ratings:
 
Pass. These loans range from superior quality with minimal credit risk to loans requiring heightened management attention but that are still an acceptable risk and continue to perform as contracted.
 
Special Mention. Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date. Loans where adverse economic conditions have developed that do not jeopardize liquidation of the debt, but substantially increase the level of risk may also warrant this rating.
 
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
 
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.


- 20 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following tables summarize the risk category of loans by class of loans.
 
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Total
June 30, 2015
 
 

 
 

 
 

 
 

 
 

Non-PCI Loans
 
 

 
 

 
 

 
 

 
 

Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
1,279,909

 
$
30,909

 
$
20,245

 
$

 
$
1,331,063

Commercial and industrial
 
469,174

 
12,437

 
6,141

 

 
487,752

Construction and development
 
295,711

 
3,687

 
1,311

 
56

 
300,765

Consumer:
 
 

 
 

 
 

 
 

 
 

Residential real estate
 
315,775

 
5,410

 
8,225

 

 
329,410

Construction and development
 
29,689

 
738

 
457

 

 
30,884

Home equity
 
264,090

 
4,968

 
3,572

 

 
272,630

Other consumer
 
34,121

 
264

 
287

 
55

 
34,727

Total
 
$
2,688,469

 
$
58,413

 
$
40,238

 
$
111

 
$
2,787,231

 
 
 
 
 
 
 
 
 
 
 
PCI Loans
 
 

 
 

 
 

 
 

 
 

Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
47,966

 
$
35,091

 
$
16,223

 
$

 
$
99,280

Commercial and industrial
 
1,782

 
11,863

 
1,803

 

 
15,448

Construction and development
 
7,405

 
6,704

 
6,408

 

 
20,517

Consumer:
 
 
 
 
 
 
 
 
 
 

Residential real estate
 
10,915

 
9,288

 
8,003

 

 
28,206

Construction and development
 
376

 
357

 
692

 

 
1,425

Home equity
 
2,216

 
171

 
1,670

 

 
4,057

Other consumer
 
434

 
3

 
61

 

 
498

Total
 
$
71,094

 
$
63,477

 
$
34,860

 
$

 
$
169,431


 
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Total
December 31, 2014
 
 

 
 

 
 

 
 

 
 

Non-PCI Loans
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
1,187,938

 
$
32,142

 
$
12,915

 
$

 
$
1,232,995

Commercial and industrial
 
433,093

 
15,148

 
6,510

 
79

 
454,830

Construction and development
 
334,213

 
2,128

 
2,109

 

 
338,450

Consumer:
 
 

 
 

 
 

 
 

 
 

Residential real estate
 
316,743

 
4,527

 
8,351

 

 
329,621

Construction and development
 
27,447

 
735

 
254

 

 
28,436

Home equity
 
264,953

 
4,238

 
3,143

 

 
272,334

Other consumer
 
35,736

 
237

 
269

 
2

 
36,244

Total
 
$
2,600,123

 
$
59,155

 
$
33,551

 
$
81

 
$
2,692,910

 
 
 
 
 
 
 
 
 
 
 
PCI Loans
 
 

 
 

 
 

 
 

 
 

Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
57,095

 
$
45,711

 
$
19,735

 
$

 
$
122,541

Commercial and industrial
 
7,408

 
2,936

 
3,674

 

 
14,018

Construction and development
 
6,857

 
16,374

 
9,126

 

 
32,357

Consumer:
 
 

 
 

 
 

 
 

 
 

Residential real estate
 
12,703

 
8,206

 
9,719

 

 
30,628

Construction and development
 
189

 
723

 
713

 

 
1,625

Home equity
 
143

 
2,827

 
1,358

 

 
4,328

Other consumer
 
2

 
488

 
140

 

 
630

Total
 
$
84,397

 
$
77,265

 
$
44,465

 
$

 
$
206,127



- 21 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following tables summarize the past due status of non-PCI loans based on contractual terms.
 
 
30-89 Days
Past Due
 
90 Days or Greater
Past Due
 
Total
Past Due
 
Current
 
Total
June 30, 2015
 
 

 
 

 
 

 
 

 
 

Non-PCI Loans
 
 

 
 

 
 

 
 

 
 

Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
9,280

 
$
5,161

 
$
14,441

 
$
1,316,622

 
$
1,331,063

Commercial and industrial
 
3,578

 
2,248

 
5,826

 
481,926

 
487,752

Construction and development
 
637

 
725

 
1,362

 
299,403

 
300,765

Consumer:
 
 

 
 

 
 

 
 

 
 

Residential real estate
 
5,064

 
3,320

 
8,384

 
321,026

 
329,410

Construction and development
 
219

 
232

 
451

 
30,433

 
30,884

Home equity
 
6,415

 
1,116

 
7,531

 
265,099

 
272,630

Other consumer
 
555

 
122

 
677

 
34,050

 
34,727

Total
 
$
25,748

 
$
12,924

 
$
38,672

 
$
2,748,559

 
$
2,787,231

 
 
 
 
 
 
 
 
 
 
 
 
 
 
30-89 Days
Past Due
 
90 Days or Greater
Past Due
 
Total
Past Due
 
Current
 
Total
December 31, 2014
 
 

 
 

 
 

 
 

 
 

Non-PCI Loans
 
 

 
 

 
 

 
 

 
 

Commercial:
 
 

 
 

 
 

 
 

 
 

Real estate
 
$
7,971

 
$
2,383

 
$
10,354

 
$
1,222,641

 
$
1,232,995

Commercial and industrial
 
5,612

 
1,707

 
7,319

 
447,511

 
454,830

Construction and development
 
1,162

 
369

 
1,531

 
336,919

 
338,450

Consumer:
 
 

 
 

 
 

 
 

 
 

Residential real estate
 
4,872

 
2,210

 
7,082

 
322,539

 
329,621

Construction and development
 
569

 
12

 
581

 
27,855

 
28,436

Home equity
 
3,985

 
395

 
4,380

 
267,954

 
272,334

Other Consumer
 
797

 
70

 
867

 
35,377

 
36,244

Total
 
$
24,968

 
$
7,146

 
$
32,114

 
$
2,660,796

 
$
2,692,910

 
 
 
 
 
 
 
 
 
 
 
 
The following table summarizes the recorded investment of non-PCI loans on nonaccrual status and loans greater than 90 days past due and accruing by class.
 
June 30, 2015
 
December 31, 2014
 
Nonaccrual
 
Loans greater than 90 days past due and accruing
 
Nonaccrual
 
Loans greater than 90 days past due and accruing
Non-PCI Loans
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
Commercial real estate
$
12,567

 
$

 
$
5,685

 
$

Commercial and industrial
4,789

 
7

 
4,594

 
2

Construction and development
964

 

 
1,692

 

Consumer:
 
 
 
 
 
 
 
Residential real estate
4,522

 

 
3,755

 

Construction and development
413

 

 
254

 

Home equity
2,130

 

 
1,721

 

Other consumer
307

 

 
248

 

Total
$
25,692

 
$
7

 
$
17,949

 
$
2

 
 
 
 
 
 
 
 

 

- 22 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following table provides information on impaired loans. This table excludes PCI loans and loans evaluated collectively as a homogeneous group.
 
Recorded Investment With a Recorded Allowance
 
Recorded Investment With no Recorded Allowance
 
Total
 
Related
Allowance
 
Unpaid Principal Balance
June 30, 2015
 
 
 
 
 
 
 
 
 
Non-PCI Loans
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial real estate
$
948

 
$
10,812

 
$
11,760

 
$
183

 
$
11,796

Commercial and industrial
725

 
2,380

 
3,105

 
160

 
3,105

Construction and development

 
179

 
179

 

 
182

Consumer:
 
 
 
 
 
 
 
 
 
Residential real estate
1,884

 
1,228

 
3,112

 
207

 
3,128

Home equity

 
20

 
20

 

 
20

Total
$
3,557

 
$
14,619

 
$
18,176

 
$
550

 
$
18,231

 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
Non-PCI Loans
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
Commercial real estate
$
885

 
$
4,513

 
$
5,398

 
$
158

 
$
5,330

Commercial and industrial
525

 
1,818

 
2,343

 
229

 
2,718

Construction and development

 
910

 
910

 

 
1,971

Consumer:
 
 
 
 
 
 
 
 
 
Residential real estate

 
928

 
928

 

 
3,863

Home equity
62

 
344

 
406

 
3

 
1,920

Other consumer

 

 

 

 

Total
$
1,472

 
$
8,513

 
$
9,985

 
$
390

 
$
15,802


 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
Average Balance
 
Interest Income
 
Average Balance
 
Interest Income
 
Average Balance
 
Interest Income
 
Average Balance
 
Interest Income
Non-PCI Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
11,253

 
$
5

 
$
5,865

 
$
38

 
$
8,579

 
$
25

 
$
5,440

 
$
44

Commercial and industrial
2,994

 
1

 
918

 

 
2,724

 
2

 
726

 

Construction and development
523

 

 
1,863

 

 
545

 

 
2,111

 

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
2,224

 
22

 
1,423

 
3

 
2,020

 
44

 
1,180

 
3

Construction and development

 

 

 

 

 

 
81

 

Home equity
197

 

 
418

 

 
213

 

 
420

 

Other consumer

 

 

 

 

 

 
4

 

Total
$
17,191

 
$
28

 
$
10,487

 
$
41

 
$
14,081

 
$
71

 
$
9,962

 
$
47


The Company may modify certain loans under terms that are below market in order to maximize the amount collected from a borrower that is experiencing financial difficulties. These modifications are considered to be troubled debt restructurings ("TDRs"). TDRs are evaluated individually for impairment based on the collateral value, if the loan is determined to be collateral dependent, or discounted expected cash flows, if the loan is not determined to be collateral dependent. The Company has no commitments to lend additional funds to any borrowers that have had a loan modified in a TDR. The following table provides the number and recorded investment of TDRs outstanding.

- 23 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


 
June 30, 2015
 
December 31, 2014
 
Recorded Investment
 
Number
 
Recorded Investment
 
Number
TDRs:
 
 
 
 
 
 
 
Commercial real estate
$
4,250

 
6

 
$
4,215

 
7

Commercial and industrial
92

 
2

 
172

 
4

Commercial construction
179

 
3

 
131

 
2

Residential real estate
1,715

 
5

 
1,770

 
6

Home equity
20

 
1

 
83

 
2

Total
$
6,256

 
17

 
$
6,371

 
21


The following tables provide the number and recorded investment of TDRs modified during the three and six months ended June 30, 2015 and 2014.
 
TDRs Modified
 
Three months ended
June 30, 2015
 
Three months ended
June 30, 2014
 
Recorded Investment
 
Number
 
Recorded Investment
 
Number
TDRs:
 
 
 
 
 
 
 
Below market interest rate modifications:
 
 
 
 
 
 
 
Commercial real estate
$
647

 
2

 
$
3,167

 
2

Total
$
647

 
2

 
$
3,167

 
$
2


 
TDRs Modified
 
Six months ended
June 30, 2015
 
Six months ended
June 30, 2014
 
Recorded Investment
 
Number
 
Recorded Investment
 
Number
TDRs:
 
 
 
 
 
 
 
Below market interest rate modifications:
 
 
 
 
 
 
 
Commercial real estate
$
647

 
2

 
$
4,044

 
5

Commercial and industrial

 

 
75

 
2

Residential real estate
398

 
1

 
442

 
3

Home equity

 

 
39

 
1

Total
$
1,045

 
3

 
$
4,600

 
$
11


No TDRs that were modified in the twelve months ended June 30, 2015 subsequently defaulted during the six months ended June 30, 2015. No TDRs that were modified in the twelve months ended June 30, 2014 subsequently defaulted during the six months ended June 30, 2014. The Company does not generally forgive principal or unpaid interest as part of when restructuring loans. Therefore, the recorded investment in TDRs during 2015 and 2014 did not change following the modifications.

NOTE F – LOAN SERVICING

Mortgage Loan Servicing

The Company retains the servicing rights on mortgage loans sold to its investors. The unpaid principal balance of loans serviced for investors was $510,232 and $455,033 as of June 30, 2015 and December 31, 2014, respectively. Mortgage servicing rights ("MSRs") are initially recognized at fair value in other assets on the consolidated balance sheets and are subsequently accounted for at the lower of cost or market. MSRs are amortized in proportion to, and over the estimated period, that net servicing income is expected to be received based on estimates of net cash flows on the loans serviced. The amount and timing of estimated future net cash flows are updated based on actual results and updated projections. Mortgage servicing fees, which are recorded in mortgage banking income in the consolidated statements of operations, totaled $308 and $602, respectively, in the three and six months ended June 30, 2015.


- 24 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


The following table summarizes MSR activity for the 2015 periods presented. The Company did not retain mortgage servicing on loans sold during the comparable periods of 2014.
 
 
Three months ended
June 30, 2015
 
Six months ended
June 30, 2015
 
 
 
 
 
Balance at beginning of period before valuation allowance
 
$
4,368

 
$
4,284

Additions
 
608

 
1,003

Repayments
 
(114
)
 
(243
)
Amortization
 
(174
)
 
(356
)
Balance at end of period before valuation allowance
 
4,688

 
4,688

Valuation allowance at end of period
 
(36
)
 
(36
)
Balance at end of period after valuation allowance
 
$
4,652

 
$
4,652

 
 
 
 
 

MSRs are separated into pools based on common risk characteristics of the underlying loans, and impairment is evaluated at least quarterly at the pool level. If impairment exists at the pool level, the MSR is written down through a valuation allowance and is charged against mortgage income. Valuation allowances at period end are summarized in the preceding table.

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset's future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSR. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different time.

The characteristics and sensitivity of the fair value of MSRs to changes in key assumptions is included in the accompanying table.
 
 
June 30, 2015
 
December 31, 2014
 
 
 
 
 
Composition of mortgage loans serviced for others:
 
 
 
 
Fixed rate loans
 
99.89
%
 
99.86
%
Adjustable rate loans
 
0.11
%
 
0.14
%
Total
 
100.00
%
 
100.00
%
 
 
 
 
 
Weighted average life (years)
 
6.16

 
5.77

Prepayment speed
 
11.51
%
 
12.62
%
Discount rate
 
9.68
%
 
9.60
%
Effect on fair value due to change in interest rates:
 
 
 
 
+ 0.25%
 
$
574

 
$
566

+ 0.50%
 
795

 
801

- 0.25%
 
(793
)
 
(668
)
- 0.50%
 
(981
)
 
(844
)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, in the preceding table, the effects of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumptions. Frequently, changes in one factor would result in another factor changing, which would magnify or contract the effect of the change.


- 25 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


SBA-Guaranteed Loan Servicing

The Company retains the servicing rights on SBA-guaranteed loans sold to investors. The standard sale structure under the SBA Secondary Participation Guaranty Agreement provides for the Company to retain a portion of the cash flow from the interest payment received on the loan, which is commonly known as a servicing spread. The unpaid principal balance of SBA-guaranteed loans serviced for investors was $179,096 and $136,093 as of June 30, 2015 and December 31, 2014, respectively. SBA-guaranteed loan servicing assets are initially recognized at fair value in other assets on the consolidated balance sheets and are subsequently accounted for at the lower of cost or market. SBA servicing assets are amortized over the expected life of the related loans serviced as a reduction to the servicing income recognized from the servicing spread. SBA servicing fees, which are recorded in government-guaranteed lending income in the consolidated statements of operations, totaled $413 and $251 for the three months ended June 30, 2015 and 2014, respectively, and $785 and $443 for the six months ended June 30, 2015 and 2014, respectively.

The table below summarizes the activity in the SBA-guaranteed loan servicing asset for the periods presented.
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
3,520

 
2,127

 
$
3,081

 
$
1,759

Additions
 
560

 
451

 
1,095

 
870

Amortization
 
(144
)
 
(79
)
 
(240
)
 
(130
)
Balance at end of period
 
$
3,936

 
2,499

 
$
3,936

 
$
2,499

 
 
 
 
 
 
 
 
 

The fair value of the servicing asset is compared to the amortized basis when certain triggering events occur. If the amortized basis exceeds the fair value, the asset is considered impaired and is written down to fair value through a valuation allowance on the asset and a charge against SBA income. There was no valuation allowance recorded on the SBA-guaranteed loan servicing asset as of June 30, 2015 or December 31, 2014.

NOTE G – COMMITMENTS AND CONTINGENCIES
 
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the maximum exposure the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit is based on a credit evaluation of the borrower. Collateral obtained varies but may include real estate, equipment, stocks, bonds, and certificates of deposit.

The following table is a summary of the contractual amount of the Company’s exposure to off-balance sheet commitments.
 
June 30,
2015
 
December 31, 2014
 
 
 
 
Lending commitments:
 
 
 
Commitments to extend credit
$
740,734

 
$
658,925

Commercial letters of credit
18,186

 
12,421

Other commitments:
 
 
 
Standby letters of credit issued by the FHLB on the Bank's behalf
10,000

 
10,000

Capital commitment to private investment funds
2,664

 
2,280

 
The reserve for unfunded commitments was $1,445 and $522 as of June 30, 2015 and December 31, 2014, respectively, which was recorded in other liabilities on the consolidated balance sheets.


- 26 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


NOTE H – DERIVATIVE FINANCIAL INSTRUMENTS
 
The Company uses derivative financial instruments to manage its interest rate risk. These instruments carry varying degrees of credit, interest rate, and market or liquidity risks. Derivative instruments are recognized as either assets or liabilities on the balance sheet and are measured at fair value. Subsequent changes in the fair value of derivatives are recognized in other comprehensive income ("OCI") for effective hedges, and changes in fair value are recognized in earnings for all other derivatives.

Interest Rate Swaps

In 2013 and 2014, the Company entered into six different forward starting interest rate swaps on a total of $175,000 of forecasted three-month FHLB advances to reduce its exposure to variability in interest payments attributable to changes in three-month LIBOR. Beginning on the respective effective dates, these interest rate swaps will exchange the three-month LIBOR component of interest on the FHLB advances with fixed interest rates. Each three-month FHLB advance will be executed to correspond to the effective dates of the respective interest rate swaps and will continue to be rolled for the full term of each swap.

In August 2014, the Company entered into two additional forward starting interest rate swaps on a total of $50,000 of forecasted brokered money market deposits to reduce its exposure to variability in interest payments attributable to changes in one-month LIBOR, which is the underlying index of the brokered money market deposits. Beginning on the respective effective dates, these interest rate swaps began to exchange one-month LIBOR, plus the applicable spread, with fixed interest rates. The brokered money market accounts are expected to maintain at least $50,000 on deposit with the Company through the maturity of the interest rate swaps.

In March 2015, the Company restructured certain of its derivative positions by terminating four interest rate swaps prior to their effective start dates and entering into two new forward starting interest rate swaps on a total of $50,000 of forecasted three-month FHLB advances. Beginning on the respective effective dates, these interest rate swaps will exchange the three-month LIBOR component of interest on the FHLB advances with fixed interest rates of 2.540 and 2.576 percent. Each three-month FHLB advance will be executed to correspond to the effective dates of the respective interest rate swaps and will continue to be rolled for the full term of each swap.

The interest rate swaps outstanding as of June 30, 2015 are expected to be highly effective and are accounted for as cash flow hedges with the change in fair value recognized in OCI. The purpose of these cash flow hedges is to reduce the Company's earnings and economic value at risk in a rising interest rate environment. The following table summarizes key terms of each active interest rate swap.
Interest Rate Swap
 
Notional Amount
 
Effective Start Date
 
Maturity Date
 
Pay Fixed Rate
 
Receive Floating Rate
 
 
 
 
 
 
 
 
 
 
 
Swap 1
 
$
25,000

 
October 1, 2014
 
August 31, 2017
 
1.197
%
 
1-Month LIBOR + 0.10%
Swap 2
 
25,000

 
October 16, 2014
 
August 16, 2018
 
1.596

 
1-Month LIBOR + 0.13%
Swap 3
 
25,000

 
February 5, 2016
 
February 5, 2021
 
2.703

 
3-Month LIBOR
Swap 4
 
50,000

 
August 5, 2016
 
August 5, 2021
 
2.882

 
3-Month LIBOR
Swap 5
 
25,000

 
October 5, 2017
 
October 5, 2027
 
2.540

 
3-Month LIBOR
Swap 6
 
25,000

 
March 5, 2018
 
March 5, 2028
 
2.576

 
3-Month LIBOR
 
 
$
175,000

 
 
 
 
 
 
 
 

For the terminated interest rate swaps, the changes in value that were recorded in accumulated other comprehensive income ("AOCI") before termination will be amortized to yield over the period the forecasted hedged transactions impact earnings. The forecasted hedged transactions remain probable of occurring. The following table summarizes information regarding the four terminated interest rate swaps.
Terminated Interest Rate Swap
 
Notional Amount
 
Original Effective Start Date
 
Original Maturity Date
 
Date Terminated
 
Termination Fee Paid
 
 
 
 
 
 
 
 
 
 
 
Terminated Swap 1
 
$
25,000

 
April 6, 2015
 
April 5, 2020
 
March 27, 2015
 
$
123

Terminated Swap 2
 
25,000

 
May 5, 2015
 
May 5, 2020
 
March 27, 2015
 
122

Terminated Swap 3
 
25,000

 
June 5, 2015
 
June 5, 2020
 
March 27, 2015
 
121

Terminated Swap 4
 
25,000

 
August 5, 2015
 
August 5, 2020
 
March 27, 2015
 
921

 
 
$
100,000

 
 
 
 
 
 
 
$
1,288



- 27 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


Interest Rate Caps

In May 2012, the Company purchased separate interest rate cap contracts on a $7,500 subordinated term loan and on $8,000 in junior subordinated debt previously issued to Crescent Financial Capital Trust I, an unconsolidated trust formed to issue trust preferred securities ("TRUPs"). In August 2014, the Company also purchased separate interest rate cap contracts on $25,000 in junior subordinated debt previously issued to Yadkin Valley Statutory Trust I and on $10,000 in junior subordinated debt previously issued to American Community Capital Trust. The underlying index for each debt instrument is three-month LIBOR. In the event that the underlying index rate exceeds the strike rate on the respective cap, the counterparty would pay the Company the difference between the underlying index and the strike rate.

These interest rate cap contracts are classified as effective cash flow hedges. Therefore, the changes in fair value of the caps are recognized in OCI. The purpose of these cash flow hedges is to reduce the Company's earnings and economic value at risk in a rising interest rate environment. The following table summarizes key terms of each interest rate cap.
Interest Rate Cap
 
Notional Amount
 
Effective Start Date
 
Maturity Date
 
Strike Rate
 
Underlying Index of Cap
 
Variable Rate on Underlying Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
Cap 1
 
$
7,500

 
July 1, 2012
 
July 1, 2017
 
0.47
%
 
3-Month LIBOR
 
3-Month LIBOR + 4.00%
Cap 2
 
8,000

 
July 7, 2012
 
July 7, 2017
 
0.47
%
 
3-Month LIBOR
 
3-Month LIBOR + 3.10%
Cap 3
 
25,000

 
September 15, 2014
 
September 15, 2019
 
1.82
%
 
3-Month LIBOR
 
3-Month LIBOR + 1.32%
Cap 4
 
10,000

 
September 30, 2014
 
September 30, 2019
 
1.85
%
 
3-Month LIBOR
 
3-Month LIBOR + 2.80%
 
 
$
50,500

 
 
 
 
 
 
 
 
 
 

Mortgage Loan Commitments

The Company enters into interest rate lock commitments with customers and commitments to sell mortgages to investors. The forward sale commitments are entered into with investors to manage the interest rate risk associated with the customer interest rate lock commitments, and both are considered derivative financial instruments. These derivative instruments are carried at fair value and do not qualify for hedge accounting. The fair value of the interest rate lock commitments is based on the value that can be generated when the underlying loan is sold on the secondary market and is included on the consolidated balance sheets in other assets and on the consolidated statements of operations in mortgage banking income. The fair value of the forward sale commitments is based on changes in the value of the commitment, principally because of changes in interest rates, and is included on the consolidated balance sheets in other assets or other liabilities and on the consolidated statements of operations in mortgage banking income.

The following table summarizes the balance sheet location and fair value amounts of derivative instruments grouped by the underlying hedged instrument.
 
 
 
 
June 30, 2015
 
December 31, 2014
 
 
Balance Sheet
Location
 
Notional
Amount
 
Fair Value
 
Notional Amount
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
FHLB advances:
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Other assets
 
$
50,000

 
$
1,954

 
$
75,000

 
$
795

Interest rate swaps
 
Other liabilities
 
75,000

 
2,201

 
100,000

 
2,249

 
 
 
 
 
 
 
 
 
 
 
Brokered money market deposits:
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Other liabilities
 
50,000

 
406

 
50,000

 
200

 
 
 
 
 
 
 
 
 
 
 
Subordinated term loan:
 
 
 
 

 
 

 
 

 
 

Interest rate cap
 
Other assets
 
7,500

 
72

 
7,500

 
128

 
 
 
 
 
 
 
 
 
 
 
TRUPs:
 
 
 
 

 
 

 
 
 
 

Interest rate caps
 
Other assets
 
43,000

 
774

 
43,000

 
1,104

 
 
 
 
 
 
 
 
 
 
 
Mortgage loan commitments:
 
 
 
 
 
 
 
 
 
 
Interest rate lock commitments
 
Other assets
 
29,510

 
483

 
23,274

 
342

Forward sale commitments
 
Other liabilities
 
56,035

 
73

 
34,727

 
49

 
The Company only transacts with derivative counterparties with strong credit standings and requires liquid collateral to secure credit exposure.


- 28 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


NOTE I – FAIR VALUE MEASUREMENTS
 
Fair value is defined as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants, with a three level valuation input hierarchy. The following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
 
Investment Securities. Securities available for sale ("AFS") are recorded at fair value on a recurring basis. Fair value measurements are based upon quoted market exchange prices, if available. If quoted prices are not available, third-party pricing sources are generally utilized to determine fair value. These fair values are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads, and broker quotes. Level 1 securities include securities traded on an active exchange, such as the New York Stock Exchange, or SBA-guaranteed securities where active market pricing is readily available. Level 2 securities include GSE securities and mortgage-backed securities issued by GSEs, private label mortgage-backed securities, municipal bonds and corporate debt securities. Level 3 securities include certain corporate debt securities with limited trading activity. The following table provides the components of the change in fair value of Level 3 available for sale securities for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Level 3 AFS securities at beginning of period
$
11,380

 
$
6,754

 
$
11,290

 
$
7,583

Sales, calls or maturities

 

 

 
(1,000
)
Changes in unrealized gains and losses
23

 
39

 
113

 
210

Level 3 AFS securities at end of period
$
11,403

 
$
6,793

 
$
11,403

 
$
6,793


SBA-Guaranteed Loans. The Company has elected to account for certain SBA-guaranteed loans at fair value on a recurring basis. Generally, the Company has reached an agreement with an investor to sell the guaranteed portion of these loans, and these amounts are classified in loans held for sale on the consolidated balance sheets until the sale is complete. The unguaranteed retained portion of the loans remains in loans held for investment and continues to be adjusted to fair value over the remaining life of the respective loans. Fair value estimates for these loans are based on observable market data and pricing and are therefore classified as recurring Level 2.

Derivatives. Derivative instruments include interest rate swaps and caps and are valued on a recurring basis using quoted market prices, dealer quotes, or third party pricing models that are primarily sensitive to market observable data. Currently outstanding derivatives, except for mortgage interest rate lock commitments described below, are classified as Level 2 within the fair value hierarchy.

Mortgage Loan Commitments. The fair value of interest rate lock commitments, which are included in derivatives assets and liabilities in the fair value measurement tables below, is based on servicing rate premium, origination income net of origination costs, fall out rates and changes in loan pricing between the commitment date and period end. Interest rate lock commitments are measured at fair value on a recurring basis and are classified as Level 3. The following table provides the components of the change in fair value of interest rate lock commitments for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Interest rate lock commitments at beginning of period
$
636

 
$
331

 
$
342

 
$
354

Issuances
1,645

 
290

 
2,972

 
623

Settlements
(1,798
)
 
(325
)
 
(2,831
)
 
(681
)
Interest rate lock commitments at end of period
$
483

 
$
296

 
$
483

 
$
296

 
The fair value of forward sale commitments, also included in derivative assets and liabilities in the fair value measurement tables below, is based on changes in loan pricing between the commitment date and period end. Forward sale commitments are measured at fair value on a recurring basis and are classified as Level 2. The difference between the interest rate lock commitment issuances and settlements in the preceding table and the change in fair value of forward sale commitments in the period represents the gain on mortgage loan commitments and is included in mortgage banking income on the consolidated statements of operations.


- 29 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


Loans. Loans are not generally recorded at fair value on a recurring basis. However, certain loans are determined to be impaired, and those loans are charged down to estimated fair value. The fair value of impaired loans that are collateral dependent is based on collateral value. For impaired loans that are not collateral dependent, estimated value is based on either an observable market price, if available, or the present value of expected future cash flows. Those impaired loans not requiring a charge-off represent loans for which the estimated fair value exceeds the recorded investments in such loans. When the fair value of an impaired loan is based on an observable market price or a current appraised value with no adjustments, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available, or the Company determines the fair value of the collateral is further impaired below the appraised value, and there is no observable market price, the impaired loan is classified as nonrecurring Level 3.
 
Foreclosed Assets. Foreclosed assets are adjusted to fair value upon transfer of loans to foreclosed assets. Subsequently, foreclosed assets are carried at lower of cost or net realizable value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. Given the lack of observable market prices for identical properties and market discounts applied to appraised values, the Company classifies foreclosed assets as nonrecurring Level 3.

The following tables summarize fair value information for assets and liabilities measured on a recurring and nonrecurring basis.
 
 
Total
 
Level 1
 
Level 2
 
Level 3
June 30, 2015
 
 
 
 
 
 
 
 
Measured at fair value on a recurring basis:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 

 
 

 
 

 
 

GSE obligations
 
$
20,031

 
$

 
$
20,031

 
$

SBA-guaranteed securities
 
55,313

 
55,313

 

 

Mortgage-backed securities issued by GSE
 
394,179

 

 
394,179

 

Corporate bonds
 
130,380

 
2,524

 
116,453

 
11,403

Non-agency RMBS
 
4,307

 

 
4,307

 

Non-agency CMBS
 
3,519

 

 
3,519

 

Municipal bonds
 
39,028

 

 
39,028

 

Other debt securities
 
245

 
245

 

 

Equity securities
 
2,013

 
2,013

 

 

SBA-guaranteed loans held for sale
 
13,794

 

 
13,794

 

SBA loans held for investment
 
10,191

 

 
10,191

 

Derivative assets
 
3,283

 

 
2,800

 
483

Derivative liabilities
 
2,680

 

 
2,680

 

 
 
 
 
 
 
 
 
 
Measured at fair value on a non-recurring basis:
 
 
 
 
 
 
 
 
Impaired loans
 
$
17,626

 
$

 
$

 
$
17,626

Foreclosed assets
 
13,547

 

 

 
13,547

 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2014
 
 
 
 
 
 
 
 
Measured at fair value on a recurring basis:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 

 
 

 
 

 
 

GSE obligations
 
$
14,944

 
$

 
$
14,944

 
$

SBA-guaranteed securities
 
60,120

 
60,120

 

 

Mortgage-backed securities issued by GSE
 
425,283

 

 
425,283

 

Corporate bonds
 
119,912

 
2,545

 
106,077

 
11,290

Non-agency RMBS
 
4,963

 

 
4,963

 

Non-agency CMBS
 
3,578

 

 
3,578

 

Municipal bonds
 
40,258

 

 
40,258

 

Other debt securities
 
498

 
498

 

 

Equity securities
 
2,865

 
2,865

 

 

SBA-guaranteed loans held for sale
 
8,365

 

 
8,365

 

SBA loans held for investment
 
8,906

 

 
8,906

 

Derivative assets
 
2,368

 

 
2,026

 
342

Derivative liabilities
 
2,497

 

 
2,497

 

 
 
 
 
 
 
 
 
 
Measured at fair value on a non-recurring basis:
 
 
 
 
 
 
 
 
Impaired loans
 
$
9,595

 
$

 
$

 
$
9,595

Foreclosed assets
 
12,891

 

 

 
12,891

 

- 30 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


Quantitative Information About Level 3 Fair Value Measurements

The table below outlines the valuation techniques, unobservable inputs, and the range of quantitative inputs used in the valuations.
 
 
 
 
 
 
 
 
Fair Value
 
 
Valuation Technique
 
Unobservable Input
 
Range
 
June 30,
2015
December 31, 2014
Recurring measurements:
 
 
 
 
 
 
 
Investment securities
 
Pricing model
 
Illiquidity or credit factor in discount rates
 
1-2%
 
$
11,403

$
11,290

 
 
 
 
 
 
 
 
 
 
Interest rate lock commitments
 
Pricing model
 
Pull through rates
 
80-95%
 
483

342

 
 
 
 
 
 
 
 
 
 
Nonrecurring measurements:
 
 
 
 
 
 
 
Impaired loans
 
Discounted appraisals
 
Collateral discounts
 
15-50%
 
17,626

9,595

 
Discounted expected cash flows
 
Expected loss rates
 
0-75%
 
 
 
Discount rates
 
2-8%
 
Foreclosed assets
 
Discounted appraisals
 
Collateral discounts
 
15-50%
 
13,547

12,891

 
The significant unobservable input used in the fair value measurement of the Company’s interest rate lock commitments is the closing ratio (or pull through rate), which represents the percentage of loans currently in a lock position which management estimates will ultimately close. Generally, the fair value of an interest rate lock commitment is positive (negative) if the prevailing interest rate is lower (higher) than the interest rate lock commitment rate. Therefore, an increase in the pull through rates (i.e., higher percentage of loans estimated to close) will result in the fair value of the interest rate lock commitments increasing in a gain position, or decreasing in a loss position. The pull through ratio is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. The pull through rate is computed based on historical internal data and the ratio is periodically reviewed by the Company’s mortgage banking department.
 
Due to the nature of the Company’s business, a significant portion of its assets and liabilities consist of financial instruments. Accordingly, the estimated fair values of these financial instruments are disclosed. Quoted market prices, if available, are utilized as an estimate of the fair value of financial instruments. The fair value of such instruments has been derived based on assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net amounts ultimately collected could be materially different from the estimates presented below. In addition, these estimates are only indicative of the values of individual financial instruments and should not be considered an indication of the fair value of the Company taken as a whole.
 
Cash and Cash Equivalents. The carrying amounts for cash and cash equivalents are a reasonable estimate of fair value.

Investment Securities Available for Sale. A description of fair value estimates for securities available for sale is included in the recurring fair value measurements section above.
 
Investment Securities Held to Maturity. The fair value of the municipal bonds classified as held to maturity are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads, and broker quotes. These securities are classified as Level 2 in the fair value hierarchy since the inputs used in the valuation are readily available market inputs.

Loans Held For Sale. The fair value of mortgage loans held for sale is based on commitments on hand from investors within the secondary market. A description of fair value estimates for SBA-guaranteed loans held for sale is included in the recurring fair value measurements section above.

Loans. Expected cash flows are forecasted over the remaining life of each loan and are discounted to present value at current market interest rates for similar loans considering loan collateral type and credit quality.
 
Federal Home Loan Bank Stock. Given the option to redeem this stock at par through the FHLB, the carrying value of FHLB stock approximates fair value.


- 31 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


Purchased Accounts Receivable. Purchased accounts receivable, which are classified in other assets on the consolidated balance sheet, are initially recorded at fair value, which is the same as the discounted purchase price, and generally have maturities between 30 and 60 days. Due to the short duration of these assets, the carrying amounts are a reasonable estimate of fair value.

Deposits. The fair value of demand deposits, savings, money market and NOW accounts represents the amount payable on demand. The fair value of time deposits is estimated by calculating the present value of cash flows on the time deposit portfolio discounted using interest rates currently offered for instruments of similar remaining maturities.
 
Short-term Borrowings and Long-term Debt. The fair value of short-term borrowings and long-term debt are based upon the discounted value when using current rates at which borrowings of similar maturity could be obtained.

Accrued Interest Receivable and Accrued Interest Payable. The carrying amounts of accrued interest receivable and payable approximate fair value due to the short maturities of these instruments.
 
Derivative Instruments. A description of fair value estimates for derivative instruments is included in the recurring fair value measurements section above.

The following tables summarize the carrying amounts and estimated fair values of the Company's financial instruments.
 
 
June 30, 2015
 
 
Carrying
Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
122,961

 
$
122,961

 
$
122,961

 
$

 
$

Investment securities available for sale
 
649,015

 
649,015

 
60,129

 
577,483

 
11,403

Investment securities held to maturity
 
39,402

 
39,977

 

 
39,977

 

Loans held for sale
 
38,622

 
38,622

 

 
38,622

 

Loans, net
 
2,947,413

 
2,980,811

 

 
10,191

 
2,970,620

Purchased accounts receivable
 
69,933

 
69,933

 

 
69,933

 

Federal Home Loan Bank stock
 
21,976

 
21,976

 

 
21,976

 

Derivative assets
 
3,283

 
3,283

 

 
2,800

 
483

Accrued interest receivable
 
12,210

 
12,210

 

 
12,210

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 

 
 

 
 

Deposits
 
3,243,094

 
3,243,154

 

 
3,243,154

 

Short-term borrowings
 
355,500

 
355,500

 

 

 
355,500

Long-term debt
 
147,265

 
153,499

 

 

 
153,499

Derivative liabilities
 
2,680

 
2,680

 

 
2,680

 

Accrued interest payable
 
2,711

 
2,711

 

 
2,711

 

 
 
December 31, 2014
 
 
Carrying
Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 

 
 

 
 
 
 
 
 
Cash and cash equivalents
 
$
132,365

 
$
132,365

 
$
132,365

 
$

 
$

Investment securities available for sale
 
672,421

 
672,421

 
66,028

 
595,103

 
11,290

Investment securities held to maturity
 
39,620

 
40,404

 

 
40,404

 

Loans held for sale
 
20,205

 
20,205

 

 
20,205

 

Loans, net
 
2,890,449

 
2,919,573

 

 
1,241

 
2,918,332

Purchased accounts receivable
 
44,821

 
44,821

 

 
44,821

 

Federal Home Loan Bank stock
 
19,499

 
19,499

 

 
19,499

 

Derivative assets
 
2,368

 
2,368

 

 
2,027

 
341

Accrued interest receivable
 
12,071

 
12,071

 

 
12,071

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 
 
 
 
 
Deposits
 
3,247,364

 
3,245,431

 

 
3,245,431

 

Short-term borrowings
 
250,500

 
250,500

 

 

 
250,500

Long-term debt
 
180,164

 
183,326

 

 

 
183,326

Derivative liabilities
 
2,497

 
2,497

 

 
2,497

 

Accrued interest payable
 
2,688

 
2,688

 

 
2,688

 



- 32 -

YADKIN FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)


NOTE J - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the activity in accumulated other comprehensive income for the periods presented. All amounts are net of tax.
 
Unrealized Net Gains (Losses) on AFS Securities
 
Unrealized Net Gains (Losses) on Cash Flow Hedges
 
Total
Three Months Ended
 
 
 
 
 
Balance at April 1, 2015
$
1,589

 
$
(3,617
)
 
$
(2,028
)
Other comprehensive income (loss) before reclassifications
(4,016
)
 
2,146

 
(1,870
)
Reclassification of gains on AFS securities
(52
)
 

 
(52
)
Reclassification of amounts into interest expense from termination of interest rate swaps

 
5

 
5

Net other comprehensive income (loss) during period
(4,068
)
 
2,151

 
(1,917
)
Balance at June 30, 2015
$
(2,479
)
 
$
(1,466
)
 
$
(3,945
)
 
 
 
 
 
 
Balance at April 1, 2014
$
(4,519
)
 
$
1,797

 
$
(2,722
)
Other comprehensive income (loss) before reclassifications
2,501

 
(794
)
 
1,707

Amounts reclassified for securities gains
(134
)
 

 
(134
)
Net other comprehensive income (loss) during period
2,367

 
(794
)
 
1,573

Balance before non-controlling interests at June 30, 2014
(2,152
)
 
1,003

 
(1,149
)
Non-controlling interests
(897
)
 
418

 
(479
)
Balance after non-controlling interests at June 30, 2014
$
(1,255
)
 
$
585

 
$
(670
)
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
Balance at January 1, 2015
$
(1,185
)
 
$
(1,059
)
 
(2,244
)
Other comprehensive income (loss) before reclassifications
(1,242
)
 
(412
)
 
(1,654
)
Reclassification of gains on AFS securities
(52
)
 

 
(52
)
Reclassification of amounts into interest expense from termination of interest rate swaps

 
5

 
5

Net other comprehensive income (loss) during period
(1,294
)
 
(407
)
 
(1,701
)
Balance at June 30, 2015
$
(2,479
)
 
$
(1,466
)
 
$
(3,945
)
 
 
 
 
 
 
Balance at January 1, 2014
$
(6,554
)
 
$
2,381

 
$
(4,173
)
Other comprehensive income (loss) before reclassifications
4,536

 
(1,378
)
 
3,158

Amounts reclassified for securities gains
(134
)
 

 
(134
)
Net other comprehensive income (loss) during period
4,402

 
(1,378
)
 
3,024

Balance before non-controlling interests at June 30, 2014
(2,152
)
 
1,003

 
(1,149
)
Non-controlling interests
(897
)
 
418

 
(479
)
Balance after non-controlling interests at June 30, 2014
$
(1,255
)
 
$
585

 
$
(670
)


- 33 -



Management's Discussion and Analysis of Financial Condition and Results of Operations

Yadkin Financial Corporation (the “Company” or “Yadkin”) is a bank holding company incorporated under the laws of North Carolina and headquartered in Raleigh, North Carolina. The Company conducts its business operations primarily through its wholly-owned subsidiary, Yadkin Bank, a full-service state-chartered community bank with 71 branches across North Carolina and upstate South Carolina. Yadkin Bank provides banking, mortgage, investment and insurance services to businesses and consumers across the Carolinas.

Management’s discussion and analysis is intended to assist readers in understanding and evaluating the financial condition and consolidated results of operations of the Company. This discussion and analysis includes descriptions of significant transactions, trends and other factors affecting the Company’s operating results for the three- and six- month periods ended June 30, 2015, and 2014, as well as the financial condition of the Company as of June 30, 2015 and December 31, 2014. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and accompanying notes included in this report.

Mergers with VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc.

On July 4, 2014, the Company completed its mergers (the “Mergers”) with VantageSouth Bancshares, Inc. (“VantageSouth”) and Piedmont Community Bank Holdings, Inc. (“Piedmont”), pursuant to an Agreement and Plan of Merger dated January 27, 2014, as amended (the “Merger Agreement”). At closing, VantageSouth and Piedmont merged with and into Yadkin, with Yadkin continuing as the surviving corporation. Piedmont owned a controlling interest in VantageSouth at the time of the Mergers. Pursuant to the Merger Agreement, holders of VantageSouth common stock received 0.3125 shares of voting common stock of Yadkin for each share of VantageSouth common stock. Holders of Piedmont common stock received (i) 6.28597 shares of voting common stock of Yadkin; (ii) $6.6878 in cash; and (iii) a right to receive a pro rata portion of certain shares of voting common stock of the Company at a later date if such shares do not become payable under the Piedmont Phantom Equity Plan. Immediately following the Mergers, VantageSouth Bank, the wholly owned banking subsidiary of VantageSouth, merged with and into Yadkin Bank.

The Mergers were accounted for as a reverse merger using the acquisition method of accounting primarily due to the relative voting interests in the Company upon completion of the Mergers. As a result, Piedmont and its consolidated subsidiaries represent the accounting acquirer, and Yadkin represents the accounting acquiree. Therefore, the historical financial results of the Company prior to the Mergers reflect the historical balances of Piedmont, and the financial results of the Company after the Mergers reflect the combined organization. In addition, the assets and liabilities of Yadkin as of the date of the Mergers have been recorded at estimated fair value and added to those of Piedmont. The Company has completed its valuations of Yadkin's assets and liabilities but may refine those valuations for up to a year from the date of the Mergers. The Mergers had a significant impact on all aspects of the Company's financial statements, and as a result, financial results after the Mergers may not be comparable to financial results prior to the Mergers.

Executive Summary
 
The following is a summary of the Company’s financial highlights and significant events in the second quarter of 2015:

Net income available to common shareholders totaled $10.6 million, or $0.33 per diluted share, in Q2 2015, which was a significant improvement from $1.7 million, or $0.19 per diluted share, in Q2 2014.

Net operating earnings available to common shareholders, which excludes certain non-operating items, totaled $11.9 million, or $0.38 per diluted share, in Q2 2015 compared to $2.6 million, or $0.28 per diluted share in Q2 2014.

Operating return on average assets equaled 1.14 percent in Q2 2015 while operating return on average tangible common equity equaled 12.83 percent.

Operating efficiency, which represents operating expenses to total operating revenues, improved to 60.0 percent in Q2 2015 from 66.3 percent in Q2 2014.

Net charge-offs increased to $920 thousand, or an annualized 0.12 percent of average loans, in Q2 2015, from $226 thousand, or an annualized 0.20 percent of average loans, in Q2 2014.

Annualized net loan growth was 5.8 percent in Q2 2015, resulting from loan originations and commitments in the quarter of $389.6 million.

- 34 -




The Company continued implementation of expense reduction and branch optimization plans that included the elimination of certain back office positions and will result in the sale or closure of six branches in Q3 and Q4 2015.

During May, the Company redeemed $28.4 million of preferred stock that had initially been issued in connection with the TARP Capital Purchase Program. Redemption of the preferred stock is expected to improve annual pre-tax earnings by $2.6 million and is expected to increase fully-diluted net income available to common shareholders by $0.08 per common share annually.

Non-GAAP Financial Measures

Statements included in this management's discussion and analysis include non-GAAP financial measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. The Company's management uses these non-GAAP financial measures, including: (i) net operating earnings available to common shareholders; (ii) pre-tax, pre-provision operating earnings, (iii) operating non-interest income, (iv) operating non-interest expense, (v) operating efficiency ratio, (vi) adjusted allowance for loan losses to loans; and (vii) tangible common equity, in its analysis of the Company's performance. The adjusted allowance for loan losses non-GAAP reconciliation is presented within the allowance for loan losses section below. The tangible common equity non-GAAP reconciliations, which include tangible book value per share and the tangible common equity to tangible assets ratio, are presented within the capital section below.

Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company without regard to transactional activities. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. 

- 35 -



 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands, except per share data)
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Operating Earnings
 
 
 
 
 
 
 
Net income (GAAP)
$
10,741

 
$
3,210

 
$
20,991

 
$
5,445

Securities gains
(84
)
 
(218
)
 
(85
)
 
(218
)
Merger and conversion costs
(25
)
 
2,068

 
195

 
3,277

Restructuring charges
2,294

 
93

 
3,201

 
929

Income tax effect of adjustments
(836
)
 
(425
)
 
(1,267
)
 
(877
)
Net operating earnings (non-GAAP)
12,090

 
4,728

 
23,035

 
8,556

Dividends on preferred stock
182

 

 
821

 

Net income attributable to non-controlling interests

 
1,476

 

 
2,466

Allocation of adjustments to non-controlling interests

 
632

 

 
1,231

Net operating earnings available to common shareholders (Non-GAAP)
$
11,908

 
$
2,620


$
22,214


$
4,859

 
 
 
 
 
 
 
 
Net operating earnings per common share:
 
 
 
 
 
 
 
Basic (Non-GAAP)
$
0.38

 
$
0.28

 
$
0.70

 
$
0.53

Diluted (Non-GAAP)
0.38

 
0.28

 
0.70

 
0.53

 
 
 
 
 
 
 
 
Pre-Tax, Pre-Provision Operating Earnings
 
 
 
 
 
 
 
Net income (GAAP)
$
10,741

 
$
3,210

 
$
20,991

 
$
5,445

Provision for loan losses
994

 
464

 
1,955

 
1,754

Income tax expense
6,076

 
2,504

 
11,922

 
4,185

Pre-tax, pre-provision income
17,811

 
6,178

 
34,868

 
11,384

Securities losses gains
(84
)
 
(218
)
 
(85
)
 
(218
)
Merger and conversion costs
(25
)
 
2,068

 
195

 
3,277

Restructuring charges
2,294

 
93

 
3,201

 
929

Pre-tax, pre-provision operating earnings (Non-GAAP)
$
19,996

 
$
8,121

 
$
38,179

 
$
15,372

 
 
 
 
 
 
 
 
Operating Non-Interest Income
 
 
 
 
 
 
 
Non-interest income (GAAP)
$
10,800

 
$
5,264

 
$
19,639

 
$
10,294

Securities gains
(84
)
 
(218
)
 
(85
)
 
(218
)
Operating non-interest income (Non-GAAP)
$
10,716

 
$
5,046

 
$
19,554

 
$
10,076

 
 
 
 
 
 
 
 
Operating Non-Interest Expense
 
 
 
 
 
 
 
Non-interest expense (GAAP)
$
32,316

 
$
18,139

 
$
63,274

 
$
37,175

Merger and conversion costs
25

 
(2,068
)
 
(195
)
 
(3,277
)
Restructuring charges
(2,294
)
 
(93
)
 
(3,201
)
 
(929
)
Operating non-interest expense (Non-GAAP)
$
30,047

 
$
15,978

 
$
59,878

 
$
32,969

 
 
 
 
 
 
 
 
Operating Efficiency Ratio
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
64.47
 %
 
74.59
 %
 
64.47
 %
 
76.56
 %
Effect to adjust for securities gains
0.11
 %
 
0.68
 %
 
0.06
 %
 
0.34
 %
Effect to adjust for restructuring charges
(4.58
)%
 
(0.39
)%
 
(3.26
)%
 
(1.92
)%
Effect to adjust for merger and conversion costs
0.04
 %
 
(8.58
)%
 
(0.21
)%
 
(6.78
)%
Operating efficiency ratio (Non-GAAP)
60.04
 %
 
66.30
 %
 
61.06
 %
 
68.20
 %


- 36 -



Analysis of Results of Operations

Q2 2015 compared to Q2 2014

Net income available to common shareholders was $10.6 million, or $0.33 per diluted common share, in the second quarter of 2015, which was an increase from $1.7 million, or $0.19 per diluted common share, in the second quarter of 2014. Net operating earnings available to common shareholders, which excludes certain nonrecurring income and expenses, improved to $11.9 million in the second quarter of 2015 from $2.6 million in the second quarter of 2014. Similarly, pre-tax, pre-provision operating earnings increased to $20.0 million in the second quarter of 2015 from $8.1 million in the second quarter of 2014.

Year-to-Date

Net income available to common shareholders was $20.2 million, or $0.64 per diluted common share, in the first six months of 2015, which was an increase from $3.0 million, or $0.33 per diluted common share, in the first six months of 2014. Net operating earnings available to common shareholders, which excludes certain nonrecurring income and expenses, improved to $22.2 million in the first six months of 2015 from $4.9 million in the comparable period of 2014. Similarly, pre-tax, pre-provision operating earnings increased to $38.2 million in the first six months of 2015 from $15.4 million in the same period of 2014.

As discussed in greater detail below, the improvements in the results of operations in the second quarter and first six months of 2015, compared to the respective periods of 2014, reflect the benefit of significant operating leverage provided by the Mergers. The balance sheet growth and customer base expansion have resulted in improved net interest income and non-interest income, while the Company continues efforts to benefit from elimination of duplicative functions.

Net Interest Income

Q2 2015 compared to Q2 2014

Net interest income improved to $39.3 million in the second quarter of 2015 from $19.1 million in the second quarter of 2014. The increase in net interest income was the result of a significant increase in interest-earning assets from the Mergers, organic business activity, and an improved net interest margin. Average interest-earning assets increased from $1.85 billion in the second quarter of 2014 to $3.70 billion in the second quarter of 2015. Over this period, average loan balances increased by $1.58 billion, of which $1.39 billion was from acquired Yadkin loans, and average investment securities increased by $275.8 million, of which $257.7 million was from acquired Yadkin investments. In addition, average deposits increased by $1.57 billion, of which $1.51 billion was from acquired Yadkin deposits.

The Company's net interest margin expanded from 4.12 percent in the second quarter of 2014 to 4.29 percent in the second quarter of 2015. The improved net interest margin was due to an improved mix of interest-earning assets, a higher taxable-equivalent yield on investment securities, and an improved funding mix. Net interest margin improvement was partially offset by lower loan yields, which were negatively impacted by proportionally lower accretion income, interest rate pressure, and stiff competition for loans from other financial institutions. The aggregate yield on interest-earning assets, which benefited from an improved interest-earning asset mix and higher investment yields, increased from 4.72 percent in the second quarter of 2014 to 4.83 percent in the second quarter of 2015. The cost of interest-bearing liabilities declined from 0.67 percent in the second quarter of 2014 to 0.65 percent in the second quarter of 2015, which primarily reflected lower deposit costs from the addition of the Yadkin deposit base.

Net accretion income on acquired loans totaled $4.1 million in the second quarter of 2015, which consisted of $812 thousand of net accretion on purchased credit-impaired (“PCI”) loans and $3.3 million of accretion income on purchased non-impaired loans. Net accretion income on acquired loans in the second quarter of 2014 totaled $2.9 million, which included $925 thousand of net accretion on PCI loans and $2.0 million of accretion income on purchased non-impaired loans. Accretion income on purchased non-impaired loans included $1.5 million of accelerated accretion due to principal prepayments in the second quarter of 2015 compared to $1.4 million in the second quarter of 2014.


- 37 -



The following table summarizes the major components of net interest income and the related yields and costs for the quarterly periods presented.
 
Three months ended June 30, 2015
 
Three months ended June 30, 2014
(Dollars in thousands)
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 
 
 
 
 
Loans (1)
$
2,966,953

 
$
40,468

 
5.47
%
 
$
1,391,884

 
$
19,817

 
5.71
%
Investment securities (2)
685,796

 
4,024

 
2.35

 
409,967

 
2,002

 
1.96

Federal funds and other
49,407

 
45

 
0.37

 
53,110

 
26

 
0.20

Total interest-earning assets
3,702,156

 
44,537

 
4.83
%
 
1,854,961

 
21,845

 
4.72
%
Goodwill
152,152

 
 
 
 
 
26,254

 
 
 
 
Other intangibles, net
15,570

 
 
 
 
 
5,542

 
 
 
 
Other non-interest-earning assets
401,690

 
 

 
 

 
235,758

 
 

 
 

Total assets
$
4,271,568

 
 

 
 

 
$
2,122,515

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing demand
$
475,546

 
158

 
0.13
%
 
$
348,379

 
150

 
0.17
%
Money market and savings
997,732

 
718

 
0.29

 
469,363

 
313

 
0.27

Time
1,078,460

 
2,197

 
0.82

 
630,571

 
1,194

 
0.76

Total interest-bearing deposits
2,551,738

 
3,073

 
0.48

 
1,448,313

 
1,657

 
0.46

Short-term borrowings
320,694

 
331

 
0.41

 
156,943

 
96

 
0.25

Long-term debt
136,377

 
1,504

 
4.42

 
53,720

 
1,029

 
7.68

Total interest-bearing liabilities
3,008,809

 
4,908

 
0.65
%
 
1,658,976

 
2,782

 
0.67
%
Noninterest-bearing deposits
676,858

 
 

 
 

 
211,182

 
 

 
 

Other liabilities
27,090

 
 

 
 

 
11,074

 
 

 
 

Total liabilities
3,712,757

 
 

 
 

 
1,881,232

 
 

 
 

Shareholders’ equity
558,811

 
 

 
 

 
241,283

 
 

 
 

Total liabilities and shareholders' equity
$
4,271,568

 
 

 
 

 
$
2,122,515

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
39,629

 
 

 
 

 
$
19,063

 
 

Interest rate spread (3)
 

 
 

 
4.18
%
 
 

 
 

 
4.05
%
Tax equivalent net interest margin (4)
 

 
 

 
4.29
%
 
 

 
 

 
4.12
%
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
123.04
%
 
 

 
 

 
111.81
%
* Taxable equivalent basis
 
 
 
 
 
 
 
 
 
 
 
                                         
(1)
Loans include loans held for sale and nonaccrual loans.
(2)
Yields related to investment securities exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 34.0 percent. The taxable-equivalent adjustment was $302 thousand and $10 thousand for the 2015 and 2014 periods, respectively.
(3)
Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4)
Net interest margin represents annualized net interest income divided by average interest-earning assets.

- 38 -



Changes in interest income and interest expense can result from variances in both volume and rates. The following table presents the relative impact on tax-equivalent net interest income to changes in the average outstanding balances of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities.
 
Change from Q2 2014 to Q2 2015 due to:
(Dollars in thousands)
Volume
 
Yield/Cost
 
Total Change
Interest earning assets:
 
 
 
 
 
Loans
$
21,520

 
$
(869
)
 
$
20,651

Investment securities
1,559

 
463

 
2,022

Federal funds and other interest-earning assets
(2
)
 
21

 
19

Total interest-earning assets
23,077

 
(385
)
 
22,692

 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
Interest-bearing demand
49

 
(41
)
 
8

Money market and savings
377

 
28

 
405

Time deposits
902

 
101

 
1,003

Total interest-bearing deposits
1,328

 
88

 
1,416

Short-term borrowings
144

 
91

 
235

Long-term debt
1,057

 
(582
)
 
475

Total interest-bearing liabilities
2,529

 
(403
)
 
2,126

Change in net interest income, taxable equivalent
$
20,548

 
$
18

 
$
20,566


Year-to-Date

Net interest income improved to $78.5 million in the first six months of 2015 from $38.3 million in the first six months of 2014. The increase in net interest income was the result of a significant increase in interest-earning assets from the Mergers, organic business activity, and an improved net interest margin. Average interest-earning assets increased from $1.86 billion in the first six months of 2014 to $3.7 billion in the first six months of 2015. Over this period, average loan balances increased by $1.55 billion, of which $1.39 billion was from acquired Yadkin loans. Over this same period, average investment securities increased by $283.4 million, of which $257.7 million was from acquired Yadkin investments. In addition, average deposits increased by $1.55 billion, of which $1.51 billion was from acquired Yadkin deposits.

The Company's net interest margin expanded from 4.15 percent in the first six months of 2014 to 4.31 percent in the first six months of 2015. The improved net interest margin was due to an improved mix of interest-earning assets, a higher taxable-equivalent yield on investment securities, and an improved funding mix. Improvement in net interest income was partially offset by lower loan yields, which were negatively impacted by proportionally lower accretion income, interest rate pressure, and stiff competition for new loans from other financial institutions. The aggregate yield on interest-earning assets, which benefited from an improved interest-earning asset mix and higher investment yields, increased from 4.76 percent in the first six months of 2014 to 4.83 percent in the first six months of 2015. The cost of interest-bearing liabilities declined from 0.68 percent in the first six months of 2014 to 0.64 percent in the first six months of 2015, which primarily reflected lower deposit costs from the addition of the Yadkin deposit base.

Net accretion income on acquired loans totaled $8.6 million in the first six months of 2015, which consisted of $2.3 million of net accretion on PCI loans and $6.2 million of accretion income on purchased non-impaired loans. Net accretion income on acquired loans in the first six months of 2014 totaled $6.0 million, which included $2.0 million of net accretion on PCI loans and $4.0 million of accretion income on purchased non-impaired loans. Accretion income on purchased non-impaired loans included $2.4 million of accelerated accretion due to principal prepayments in the first six months of 2015 compared to $2.0 million in the first six months of 2014.

The following table summarizes the major components of net interest income and the related yields and costs for the six month periods presented.


- 39 -



 
Six months ended June 30, 2015
 
Six months ended June 30, 2014
(Dollars in thousands)
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 
 
 
 
 
Loans (1)
$
2,945,620

 
$
80,148

 
5.49
%
 
$
1,395,985

 
$
39,786

 
5.75
%
Investment securities (2)
696,342

 
8,253

 
2.39

 
412,918

 
3,993

 
1.95

Federal funds and other
54,489

 
95

 
0.35

 
49,747

 
52

 
0.21

Total interest-earning assets
3,696,451

 
88,496

 
4.83
%
 
1,858,650

 
43,831

 
4.76
%
Goodwill
152,152

 
 
 
 
 
26,254

 
 
 
 
Other intangibles, net
15,965

 
 
 
 
 
5,656

 
 
 
 
Other non-interest-earning assets
396,055

 
 

 
 

 
221,646

 
 

 
 

Total assets
$
4,260,623

 
 

 
 

 
$
2,112,206

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing demand
$
473,233

 
318

 
0.14
%
 
$
349,180

 
330

 
0.19
%
Money market and savings
1,000,444

 
1,434

 
0.29

 
473,315

 
662

 
0.28

Time
1,084,205

 
4,210

 
0.78

 
630,649

 
2,324

 
0.74

Total interest-bearing deposits
2,557,882

 
5,962

 
0.47

 
1,453,144

 
3,316

 
0.46

Short-term borrowings
281,421

 
620

 
0.44

 
128,700

 
174

 
0.27

Long-term debt
166,340

 
2,992

 
3.63

 
70,925

 
2,060

 
5.86

Total interest-bearing liabilities
3,005,643

 
9,574

 
0.64
%
 
1,652,769

 
5,550

 
0.68
%
Noninterest-bearing deposits
667,280

 
 

 
 

 
220,269

 
 

 
 

Other liabilities
26,223

 
 

 
 

 
10,682

 
 

 
 

Total liabilities
3,699,146

 
 

 
 

 
1,883,720

 
 

 
 

Shareholders’ equity
561,477

 
 

 
 

 
228,486

 
 

 
 

Total liabilities and shareholders' equity
$
4,260,623

 
 

 
 

 
$
2,112,206

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
78,922

 
 

 
 

 
$
38,281

 
 

Interest rate spread (3)
 

 
 

 
4.19
%
 
 

 
 

 
4.08
%
Tax equivalent net interest margin (4)
 

 
 

 
4.31
%
 
 

 
 

 
4.15
%
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
122.98
%
 
 

 
 

 
112.46
%
* Taxable equivalent basis
 
 
 
 
 
 
 
 
 
 
 
                                         
(1)
Loans include loans held for sale and nonaccrual loans.
(2)
Yields related to investment securities exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 34.0 percent. The taxable-equivalent adjustment was $419 thousand and $16 thousand for the 2015 and 2014 periods, respectively.
(3)
Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4)
Net interest margin represents annualized net interest income divided by average interest-earning assets.

- 40 -




Changes in interest income and interest expense can result from variances in both volume and rates. The following table presents the relative impact on tax-equivalent net interest income to changes in the average outstanding balances of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities.
 
Change from YTD 2014 to YTD 2015 due to:
(Dollars in thousands)
Volume
 
Yield/Cost
 
Total Change
Interest earning assets:
 
 
 
 
 
Loans
$
42,222

 
$
(1,860
)
 
$
40,362

Investment securities
3,206

 
1,054

 
4,260

Federal funds and other interest-earning assets
6

 
37

 
43

Total interest-earning assets
45,434

 
(769
)
 
44,665

 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
Interest-bearing demand
94

 
(106
)
 
(12
)
Money market and savings
752

 
20

 
772

Time deposits
1,764

 
122

 
1,886

Total interest-bearing deposits
2,610

 
36

 
2,646

Short-term borrowings
293

 
153

 
446

Long-term debt
1,948

 
(1,016
)
 
932

Total interest-bearing liabilities
4,851

 
(827
)
 
4,024

Change in net interest income, taxable equivalent
$
40,583

 
$
58

 
$
40,641


Provision for Loan Losses

Q2 2015 compared to Q2 2014

The following table summarizes the changes in the Company's allowance for loan losses ("ALLL") for the quarters presented.
(Dollars in thousands)
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
 
 
 
 
 
2Q 2015:
 
 
 
 
 
 
Balance at April 1, 2015
 
$
6,907

 
$
1,377

 
$
8,284

Net charge-offs
 
(920
)
 

 
(920
)
Provision for loan losses
 
1,013

 
(19
)
 
994

Balance at June 30, 2015
 
$
7,000

 
$
1,358

 
$
8,358

 
 
 
 
 
 
 
2Q 2014:
 
 
 
 
 
 
Balance at April 1, 2014
 
$
5,163

 
$
2,050

 
$
7,213

Net charge-offs
 
(226
)
 

 
(226
)
Provision for loan losses
 
431

 
33

 
464

Balance at March 31, 2014
 
$
5,368

 
$
2,083

 
$
7,451


Provision for loan losses was $994 thousand in the second quarter of 2015 compared to $464 thousand in the second quarter of 2014. The higher provision for loan losses reflected higher provision expense on non-PCI loans, net of lower provision expense on PCI loans. Provision expense on non-PCI loans increased due to higher net charge-offs and loan growth. Net charge-offs represented an annualized 0.12 percent of average loans in the second quarter of 2015 compared to an annualized 0.07 percent of average loans in the second quarter of 2014.

Loans acquired with evidence of credit deterioration since origination are accounted for as PCI loans. Subsequent to acquisition of these loans, estimates of cash flows expected to be collected are updated each reporting period based on assumptions regarding default rates, loss severities, and other factors that reflect current market conditions. If the Company has probable decreases in cash flows expected to be collected at the pool level due to credit, the provision for loan losses is charged, resulting in an increase to the allowance for loan losses. Events that would result in probable decreases in expected cash flows include (i) reductions in estimated collateral values for collateral dependent loans, (ii) loans becoming collateral dependent during the period for which there is an estimated collateral shortfall, (iii) non-payment of cash flows expected to be collected in prior re-estimations, and (iv) deterioration in the weighted average credit grade or past due status for loans with cash flows estimated based on these factors.


- 41 -



If there are probable and significant increases in cash flows expected to be collected, the Company will first reverse any previously established ALLL and then increase interest income as a prospective yield adjustment over the remaining life of the loans. Events that would result in probable increases in expected cash flows include (i) increases in estimated collateral values for collateral dependent loans, (ii) loans becoming non-collateral dependent during the period for which there was an estimated collateral shortfall in prior estimations, (iii) actual cash flow collections in excess of prior estimates, and (iv) improvement in the weighted average credit grade or past due status for loans with cash flows estimated based on these factors.

Results of the Company’s cash flow re-estimation for PCI loans in the second quarter of 2015 are summarized as follows.
(Dollars in thousands)
 
Provision
 
Yield Adjustment
 
Previous Yield
 
New Yield
 
 
 
 
 
 
 
 
 
Loan pools with cash flow improvement
 
$
(304
)
 
$
1,739

 
7.02
%
 
7.91
%
Loan pools with cash flow decrease
 
285

 
(22
)
 
6.80
%
 
6.75
%
Total
 
$
(19
)
 
$
1,717

 
7.12
%
 
7.70
%
 
 
 
 
 
 
 
 
 

Year-to-Date

The following table summarizes the changes in the Company's ALLL for the year-to-date periods presented.
(Dollars in thousands)
 
Non-PCI Loans
 
PCI Loans
 
Total
 
 
 
 
 
 
 
2015:
 
 
 
 
 
 
Balance at January 1, 2015
 
$
6,519

 
$
1,298

 
$
7,817

Net charge-offs
 
(1,414
)
 

 
(1,414
)
Provision for loan losses
 
1,895

 
60

 
1,955

Balance at June 30, 2015
 
$
7,000

 
$
1,358

 
$
8,358

 
 
 
 
 
 
 
2014:
 
 
 
 
 
 
Balance at January 1, 2014
 
$
4,682

 
$
2,361

 
$
7,043

Net charge-offs
 
(1,346
)
 

 
(1,346
)
Provision for loan losses
 
2,032

 
(278
)
 
1,754

Balance at June 30, 2014
 
$
5,368

 
$
2,083

 
$
7,451


Provision for loan losses was $2.0 million in the first six months of 2015 compared to $1.8 million in the first six months of 2014. Provision for loan losses increased for both PCI and non-PCI loans in 2015. Provision expense on non-PCI loans increased due to higher net charge-offs and loan growth. Net charge-offs totaled $1.4 million, or 0.10 percent of average loans, during the first six months of 2015 compared to $1.3 million, or 0.19 percent of average loans, during the first six months of 2014. The $60 thousand PCI provision expense in 2015 was due to impairment on certain commercial and residential real estate loan pools. In 2014, the Company recorded a $278 thousand credit to PCI provision expense due to reversal of previously-identified impairment on PCI loans.

Non-Interest Income

The following table provides a summary of non-interest income for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Service charges and fees on deposit accounts
$
3,495

 
$
1,488

 
$
6,748

 
$
2,803

Government-guaranteed lending
3,677

 
2,120

 
6,550

 
4,461

Mortgage banking
1,633

 
530

 
2,955

 
848

Bank-owned life insurance
465

 
389

 
937

 
695

Gain on sales of available for sale securities
84

 
218

 
85

 
218

Other
1,446

 
519

 
2,364

 
1,269

Total non-interest income
$
10,800

 
$
5,264

 
$
19,639

 
$
10,294


- 42 -




Q2 2015 compared to Q2 2014

Non-interest income totaled $10.8 million in the second quarter of 2015, which was an increase from $5.3 million in the second quarter of 2014. Service charges and fees on deposit accounts increased by $2.0 million primarily due to the addition of acquired Yadkin deposit accounts. Government-guaranteed, small business lending income, which includes gains on sales of the guaranteed portion of certain U.S. Small Business Association ("SBA") loans originated by the Company as well as servicing fees on previously sold SBA loans, increased by $1.6 million due to a higher volume of loan originations and sales as the Company has expanded its government lending presence into new markets. Mortgage banking income increased by $1.1 million due to higher production volumes with the addition of Yadkin's mortgage bankers as well as servicing income generated by Yadkin's mortgage servicing portfolio. Additionally, bank-owned life insurance income increased from acquired Yadkin life insurance policies.

Year-to-Date

Non-interest income totaled $19.6 million in the first six months of 2015, which was an increase from $10.3 million in the first six months of 2014. Service charges and fees on deposit accounts increased by $3.9 million primarily due to the addition of acquired Yadkin deposit accounts. Government-guaranteed, small business lending income increased by $2.1 million compared to the first six months of 2014. Mortgage banking income increased by $2.1 million due to higher production volumes with the addition of Yadkin's mortgage bankers as well as servicing income generated by Yadkin's mortgage servicing portfolio. Additionally, bank-owned life insurance income increased from acquired Yadkin life insurance policies.

Non-Interest Expense

The following table provides a summary of non-interest expense for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Salaries and employee benefits
$
15,391

 
$
8,657

 
$
30,593

 
$
17,755

Occupancy and equipment
4,637

 
2,547

 
9,436

 
5,210

Data processing
1,929

 
991

 
3,817

 
2,021

FDIC deposit insurance premiums
772

 
365

 
1,486

 
755

Professional services
1,407

 
674

 
2,499

 
1,359

Foreclosed asset expense, net
445

 
150

 
633

 
413

Loan, collection, and repossession expense
850

 
353

 
1,786

 
1,034

Merger and conversion costs
(25
)
 
2,068

 
195

 
3,277

Restructuring charges
2,294

 
93

 
3,201

 
929

Amortization of other intangible assets
777

 
224

 
1,592

 
451

Other
3,839

 
2,017

 
8,036

 
3,971

Total non-interest expense
$
32,316

 
$
18,139

 
$
63,274

 
$
37,175


Q2 2015 compared to Q2 2014

Non-interest expense totaled $32.3 million in the second quarter of 2015 compared to $18.1 million in the second quarter of 2014. Salaries and employee benefits, occupancy and equipment, data processing, and other non-interest expense categories were all significantly impacted by the Mergers which added employees, branch and other facilities, and equipment to the Company's expense base. Further, FDIC deposit insurance premiums and intangible asset amortization were impacted by the acquired Yadkin deposit base. Operating non-interest expense, which excludes merger and conversion costs and restructuring charges, increased from $16.0 million in the second quarter of 2014 to $30.0 million in the second quarter of 2015. Additionally, the Company's operating efficiency ratio improved from 66.3 percent in the second quarter of 2014 to 60.0 percent in the second quarter of 2015 primarily due to the significant scale and operating leverage provided by the Mergers.

Lower merger and conversion costs partially offset higher non-interest expenses in the quarter. These costs included professional fees, severance, technology, rebranding, and branch network expenses necessary to complete the Mergers and related system conversions. Restructuring charges of $2.3 million in the second quarter of 2015 primarily related to recognition of an obligation to a former executive officer. Restructuring charges of $93 thousand in the second quarter of 2014 related to an earlier branch optimization plan and efforts to streamline the Company's organizational structure in certain back office functions following VantageSouth's 2013 acquisition of ECB Bancorp, Inc. ("ECB").


- 43 -



Year-to-Date

Non-interest expense totaled $63.3 million in the first six months of 2015 compared to $37.2 million in the first six months of 2014. Salaries and employee benefits, occupancy and equipment, data processing, and other non-interest expense categories were all significantly impacted by the Mergers due to incremental expenses related to employees, branch and other facilities, and equipment. Further, Federal Deposit Insurance Corporation ("FDIC") deposit insurance premiums and intangible asset amortization were impacted by the acquired Yadkin deposit base. Operating non-interest expense, which excludes merger and conversion costs and restructuring charges, increased from $33.0 million in the first six months of 2014 to $59.9 million in the first six months of 2015. Due to the operating leverage resulting from balance sheet growth, the Company's operating efficiency ratio improved from 68.2 percent in the first six months of 2014 to 61.1 percent in the first six months of 2015.

Lower merger and conversion costs partially offset higher non-interest expenses in the quarter. Merger and conversion costs included professional fees, severance, technology, rebranding, and branch network expenses necessary to complete the Mergers and related system conversions. Restructuring charges of $3.2 million in the first six months of 2015 related to recognition of an obligation to a former executive officer and severance costs associated with the Company's expense reduction and branch optimization plan. These plans resulted in the elimination of certain back office positions and include the planned closing or sale of six branches scheduled to occur in the third and fourth quarters of 2015. Restructuring charges of $929 thousand in the first six months of 2014 related to an earlier branch optimization plan and efforts to streamline the Company's organizational structure in certain back office functions following VantageSouth's 2013 acquisition of ECB.

Income Taxes

Income tax expense was $6.1 million in the second quarter of 2015 and $2.5 million in the second quarter of 2014. The Company's effective tax rate improved to 36.1 percent in the second quarter of 2015 from 43.8 percent in the second quarter of 2014. The effective tax rate for the six-month period ended June 30, 2015 was 36.2 percent compared to 43.5 percent for the six-month period ended June 30, 2014. The higher effective tax rate in 2014 was primarily due to significant non-deductible merger expenses recorded in advance of the Mergers.

In 2013, North Carolina had enacted tax reform that established statutory corporate income tax rate reductions from 6.9 percent to 6.0 percent for tax years beginning on or after January 1, 2014 and down to 5.0 percent for tax years beginning on or after January 1, 2015 followed by two additional rate reductions that are contingent upon the amount of net General Fund tax collections. Specifically, the corporate income tax rate would be reduced to 4 percent for tax years beginning on or after January 1, 2016, if tax collections in fiscal year 2014-2015 for the state exceed $20.2 billion. Based on a press release from the Governor's office on July 28, 2015, the statutory General Fund tax collections threshold appears to have been met to allow for the reduction of the corporate income tax rate to 4 percent for tax years beginning on January 1, 2016. The Company revalues its deferred tax assets when an income tax rate is deemed to have been legally enacted. Therefore, the Company estimates that it will book a charge to income tax expense of approximately $700 thousand in the third quarter of 2015 to reflect the revaluation of its state deferred tax assets due to the state income tax rate reduction to 4 percent.

Analysis of Financial Condition

Investment Activities

The Company's investment portfolio plays a major role in the management of liquidity and interest rate sensitivity and, therefore, is managed in the context of the overall balance sheet. In general, the primary goals of the investment portfolio are: (i) to provide a sufficient margin of liquid assets to meet unanticipated deposit and loan fluctuations and overall funds management objectives; (ii) to provide eligible securities to secure public funds as prescribed by law and other borrowings; (iii) to provide structures and terms to enable proper interest rate risk management; and (iv) to earn the maximum return on funds invested that is commensurate with meeting the requirements of (i), (ii) and (iii). The Company invests in securities as allowable under bank regulations and its investment policy. These securities include obligations of the U.S. Treasury, U.S. government agencies, U.S. government-sponsored entities, including mortgage-backed securities, bank eligible obligations of state or political subdivisions, privately-issued residential and commercial mortgage-backed securities, bank eligible corporate bonds, limited types of mutual funds, and equity securities.


- 44 -



The amortized cost and fair value of the available-for-sale securities portfolio was $653.0 million and $649.0 million, respectively, as of June 30, 2015 compared to $674.2 million and $672.4 million, respectively, as of December 31, 2014. The amortized cost and fair value of the held-to-maturity securities portfolio was $39.4 million and $40.0 million, respectively, as of June 30, 2015 compared to $39.6 million and $40.6 million, respectively, as of December 31, 2014. The portfolio has declined year-to-date in 2015 as the Company has used principal cash flows from the securities portfolio to partially fund loan growth.

Marketable investment securities accounted for as available-for-sale are recorded at fair value with unrealized gains and losses charged to accumulated other comprehensive income. The investment securities portfolio as of June 30, 2015 consisted of U.S. government-sponsored enterprise ("GSE") obligations, securities guaranteed by the SBA, mortgage-backed securities issued by GSEs, corporate bonds, non-agency residential mortgage-backed securities, non-agency commercial mortgage-backed securities, non-taxable municipal bonds, and equity securities of certain financial institutions. As of June 30, 2015 and December 31, 2014, the available-for-sale securities portfolio had $2.7 million and $2.8 million, respectively, of unrealized gains and $6.7 million and $4.6 million, respectively, of unrealized losses.

The securities in an unrealized loss position as of June 30, 2015 continue to perform and are expected to perform through maturity, and the issuers have not experienced significant adverse events that would call into question their ability to repay these debt obligations according to contractual terms. Further, because the Company does not intend to sell these investments and does not believe that it will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, unrealized losses on such securities were not considered to represent other-than-temporary impairment as of June 30, 2015.

The following table summarizes the amortized cost and fair value of the securities portfolio.
 
 
June 30, 2015
 
December 31, 2014
(Dollars in thousands)
 
Amortized
Cost
 
Fair 
Value
 
Amortized
Cost
 
Fair
Value
 
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
GSE obligations
 
$
19,930

 
$
20,031

 
$
14,914

 
$
14,944

SBA-guaranteed securities
 
55,417

 
55,313

 
60,408

 
60,120

Mortgage-backed securities issued by GSEs
 
398,769

 
394,179

 
428,076

 
425,283

Corporate bonds
 
129,775

 
130,380

 
118,799

 
119,912

Non-agency RMBS
 
4,240

 
4,307

 
4,961

 
4,963

Non-agency CMBS
 
3,528

 
3,519

 
3,576

 
3,578

Municipal bonds
 
38,746

 
39,028

 
39,907

 
40,258

Other debt securities
 
245

 
245

 
498

 
498

Equity securities
 
2,381

 
2,013

 
3,017

 
2,865

Total securities available for sale
 
$
653,031

 
$
649,015

 
$
674,156

 
$
672,421

 
 
 
 
 
 
 
 
 
Securities held to maturity:
 
 
 
 
 
 
 
 
Municipal bonds
 
$
39,402

 
$
39,977

 
$
39,620

 
$
40,586

 

- 45 -



The following table summarizes the amortized cost of debt securities in the investment portfolio as of June 30, 2015, segregated by major category with ranges of maturities and average yields.
 
 
1 Year or Less
 
Over 1 to
5 Years
 
Over 5 to
10 Years
 
More than
10 Years
 
Total
(Dollars in thousands)
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GSE obligations
 
$

 
%
 
$
15,031

 
1.09
%
 
$
5,000

 
2.25
%
 
$

 
%
 
$
20,031

 
1.38
%
SBA-guaranteed securities
 

 
%
 
8,771

 
0.91
%
 
46,542

 
1.45
%
 

 
%
 
55,313

 
1.37
%
Mortgage-backed securities issued by GSEs (1)
 
24,349

 
2.44
%
 
230,977

 
1.88
%
 
111,647

 
2.46
%
 
27,206

 
3.38
%
 
394,179

 
2.18
%
Corporate bonds
 
38,815

 
2.54
%
 
51,427

 
2.12
%
 
30,536

 
3.50
%
 
9,602

 
7.26
%
 
130,380

 
2.95
%
Non-agency RMBS
 

 
%
 

 
%
 
91

 
5.47
%
 
4,216

 
0.24
%
 
4,307

 
0.35
%
Non-agency CMBS
 
3,519

 
1.35
%
 

 
%
 

 
%
 

 
%
 
3,519

 
1.35
%
Municipal bonds (2)
 
6,203

 
3.47
%
 
28,600

 
3.08
%
 
3,933

 
3.32
%
 
292

 
5.18
%
 
39,028

 
3.18
%
Other debt securities
 
245

 
0.50
%
 

 
%
 

 
%
 

 
%
 
245

 
0.50
%
Total debt securities available for sale
 
$
73,131

 
2.52
%
 
$
334,806

 
1.96
%
 
$
197,749

 
2.40
%
 
$
41,316

 
3.97
%
 
$
647,002

 
2.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal bonds (2)
 
$

 
%
 
$
27,215

 
3.94
%
 
$
8,540

 
3.66
%
 
$
3,647

 
5.78
%
 
$
39,402

 
4.05
%
(1)
Mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on weighted average maturities anticipating future prepayments.
(2)
Yields are calculated on a taxable equivalent basis using the statutory federal income tax rate of 34 percent. Yields are calculated based on the amortized cost of the securities.

As of June 30, 2015, the weighted average life of the Company's debt securities was 4.7 years, and the weighted average effective duration was 3.2 years.

The Company also owned $22.0 million and $19.5 million of Federal Home Loan Bank ("FHLB") stock as of June 30, 2015 and December 31, 2014, respectively. The FHLB stock is recorded at cost and is classified separately from investment securities on the consolidated balance sheets.

Lending Activities
 
The primary goal of the Company's lending function is to help clients achieve their financial goals by providing quality loan products that are fair to the client and profitable to the Company. In addition to the importance placed on client knowledge and continuous involvement with clients, the Company's lending process incorporates the standards of a consistent company-wide credit culture and an in-depth knowledge of our local markets. Furthermore, the Company employs strict underwriting criteria governing the degree of assumed risk and the diversity of the loan portfolio. In this context, the Company strives to meet the credit needs of businesses and consumers in its markets while pursuing a balanced strategy of loan profitability, loan growth, and loan quality.

The Company provides a wide range of business and consumer loans in the markets it serves. Its objective is to have a well-diversified and balanced portfolio of business and consumer loans. In order to manage loan portfolio risk, the Company has established concentration limits by borrower, product type, loan structure, and industry. The majority of business loans are secured by business assets and real estate supported in most cases by personal guarantees. Consumer loans are primarily secured with personal assets and real estate. Underwriting is primarily focused on the underlying cash flow of the business or consumer and secondarily on assets securing the loans.

Loans, net of deferred loan fees, totaled $2.96 billion as of June 30, 2015, which was an increase of $57.5 million from December 31, 2014, or a 5.8 percent annual growth rate. The table below provides a summary of the Company’s loan portfolio by loan type.

- 46 -



Composition of Loan Portfolio:
 
June 30,
2015
 
December 31,
2014
Commercial:
 
 
 
 
Commercial real estate
 
48.4
%
 
46.8
%
Commercial and industrial
 
17.0

 
16.2

Construction and development
 
10.9

 
12.8

Consumer:
 
 
 
 
Residential real estate
 
12.1

 
12.4

Construction and development
 
1.1

 
1.0

Home equity
 
9.4

 
9.5

Consumer
 
1.2

 
1.3

Total
 
100.0
%
 
100.0
%
 
For each acquired loan portfolio, the Company made fair value adjustments by projecting expected future principal and interest cash flows over the remaining life of each loan and then discounting those cash flows based on market rates for similar loans at the time of initial recognition. Because acquired loans are marked to fair value and the legacy allowance for loan losses is eliminated at acquisition, the Company believes an analysis of the loan portfolio carrying value and unpaid borrower principal balances ("UPB") is useful in evaluating the portfolio.
  
The following table summarizes the UPB and carrying amounts of the loan portfolio by type.
 
 
June 30, 2015
 
December 31, 2014
(Dollars in thousands)
 
UPB
 
Carrying
Amount
 
% of UPB
 
UPB
 
Carrying
Amount
 
% of UPB
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
 
$
1,446,736

 
$
1,430,343

 
98.9
%
 
$
1,374,729

 
$
1,355,536

 
98.6
%
Commercial and industrial
 
508,444

 
503,200

 
99.0
%
 
474,950

 
468,848

 
98.7
%
Construction and development
 
326,254

 
321,282

 
98.5
%
 
378,477

 
370,807

 
98.0
%
Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
 
363,018

 
357,616

 
98.5
%
 
366,264

 
360,249

 
98.4
%
Construction and development
 
32,819

 
32,309

 
98.4
%
 
30,661

 
30,061

 
98.0
%
Home equity
 
289,280

 
276,687

 
95.6
%
 
290,630

 
276,662

 
95.2
%
Consumer
 
36,249

 
35,225

 
97.2
%
 
38,545

 
36,874

 
95.7
%
Total
 
$
3,002,800

 
$
2,956,662

 
98.5
%
 
$
2,954,256

 
$
2,899,037

 
98.1
%
 
The following table summarizes the scheduled maturities of loans separated by fixed and variable rate loans.
 
June 30, 2015
(Dollars in thousands)
Commercial Real Estate
 
Commercial and Industrial
 
Commercial Construction and Development
 
Residential Real Estate
 
Consumer Construction
 
Home Equity
 
Consumer
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Rate: (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 year or less
$
67,886

 
$
24,966

 
$
16,209

 
$
26,766

 
$
4,752

 
$
716

 
$
6,570

 
$
147,865

1-5 years
755,001

 
149,202

 
45,246

 
141,598

 
20,475

 
2,421

 
21,541

 
1,135,484

After 5 years
215,782

 
19,174

 
16,921

 
47,024

 
5,912

 
2,237

 
2,191

 
309,241

Total
1,038,669

 
193,342

 
78,376

 
215,388

 
31,139

 
5,374

 
30,302

 
1,592,590

Variable Rate: (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 year or less
91,994

 
146,397

 
164,097

 
13,554

 
917

 
8,161

 
4,263

 
429,383

1-5 years
231,814

 
90,804

 
55,494

 
21,334

 
253

 
50,995

 
469

 
451,163

After 5 years
67,866

 
72,657

 
23,315

 
107,340

 

 
212,157

 
191

 
483,526

Total
391,674

 
309,858

 
242,906

 
142,228

 
1,170

 
271,313

 
4,923

 
1,364,072

Total loans
$
1,430,343

 
$
503,200

 
$
321,282

 
$
357,616

 
$
32,309

 
$
276,687

 
$
35,225

 
$
2,956,662

(1)
Loan maturities are presented based on the final contractual maturity of each loan and do not reflect contractual principal payments prior to maturity on amortizing loans.

- 47 -




Loans acquired with evidence of credit deterioration since origination are accounted for as PCI loans. Where possible, PCI loans with common risk characteristics are grouped into pools at acquisition. For PCI loan pools, the excess of the cash flows initially expected to be collected over the fair value of the loans at the acquisition date (i.e., the accretable yield) is accreted into interest income over the estimated remaining life of the PCI loans using the effective yield method, provided that the timing and the amount of future cash flows is reasonably estimable. Accordingly, such loans are not classified as nonaccrual and they are considered to be accruing because their interest income relates to the accretable yield recognized under accounting for PCI loans and not to contractual interest payments. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference. The recorded investment in PCI loans as of June 30, 2015 totaled $169.4 million, of which $168.7 million were grouped into pools and $750 thousand were accounted for on an individual loan basis. The recorded investment in PCI loans as of December 31, 2014 totaled $206.1 million, of which $205.4 million were grouped into pools and $712 thousand were accounted for on an individual loan basis.

Due to the significance of the acquired loan portfolio and related acquisition accounting adjustments, the Company's current period credit metrics and ratios may not be comparable to those in prior periods or to credit metrics and ratios other financial institutions. Specifically, the current period (i) ALLL to total loans, (ii) ALLL to nonperforming loans, (iii) nonperforming loans to total loans, (iv) nonperforming assets to total assets, and (v) net charge-offs to average loans may not be comparable to prior periods or other financial institutions.

Nonperforming Assets

Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date. Loans are generally classified as nonaccrual if they are past due for a period of 90 days or more, unless such loans are well secured and in the process of collection. If a loan or a portion of a loan is classified as doubtful or as partially charged off, the loan is generally classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if repayment in full of principal and/or interest is in doubt. Loans may be returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance of interest and principal by the borrower in accordance with the contractual terms.

PCI loans with common risk characteristics are grouped in pools at acquisition. These loans are evaluated for accrual status at the pool level rather than the individual loan level and performance is based on management's ability to reasonably estimate the amount and timing of future cash flows rather than a borrower's ability to repay contractual loan amounts. Since management is able to reasonably estimate the amount and timing of future cash flows on the Company's PCI loan pools, none of these loans have been identified as nonaccrual. However, PCI loans included in pools are identified as nonperforming if they are past due 90 days or more at acquisition or become 90 days or more past due after acquisition. The past due status is determined based on the contractual terms of the individual loans.

While a loan is classified as nonaccrual and the future collectability of the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to the principal outstanding, except in the case of loans with scheduled amortizations where the payment is generally applied to the oldest payment due. When the future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a nonaccrual loan had been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charge-offs have been fully recovered.
 
Assets acquired as a result of foreclosure are recorded at estimated fair value in other real estate (or foreclosed assets). Any excess of cost over estimated fair value at the time of foreclosure is charged to the allowance for loan losses. Valuations are periodically performed on these properties, and any subsequent write-downs are charged to earnings. Routine maintenance and other holding costs are included in non-interest expense.
 

- 48 -



Loans, excluding pooled PCI loans, are classified as troubled debt restructurings (“TDR”) by the Company when certain modifications are made to the loan terms and concessions are granted to the borrowers due to financial difficulty experienced by those borrowers. The Company grants concessions by (1) reduction of the stated interest rate for the remaining original life of the debt or (2) extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risk. The Company does not generally grant concessions through forgiveness of principal or accrued interest. The Company’s policy with respect to accrual of interest on loans restructured in a TDR follows relevant supervisory guidance. That is, if a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms, continued accrual of interest at the restructured interest rate is likely. If a borrower was materially delinquent on payments prior to the restructuring but shows the capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual until there is demonstrated performance under new terms. Lastly, if the borrower does not perform under the restructured terms, the loan is placed on non-accrual status. The Company closely monitors these loans and ceases accruing interest on them if management believes that the borrowers may not continue performing based on the restructured note terms.

PCI loans that were classified as TDRs prior to acquisition are not classified as TDRs by the Company after the acquisition date. Subsequent modification of a PCI loan accounted for in a pool that would otherwise meet the definition of a TDR is not reported, or accounted for, as a TDR since pooled PCI loans are excluded from the scope of TDR accounting. A PCI loan not accounted for in a pool would be reported, and accounted for, as a TDR if modified in a manner that meets the definition of a TDR after the acquisition date.
 
Nonperforming loans as a percentage of total loans was 1.10 percent as of June 30, 2015 compared to 0.92 percent as of December 31, 2014 and 1.53 percent as of June 30, 2014. Total nonperforming assets as a percentage of total assets was 1.06 percent as of June 30, 2015 compared to 0.93 percent as of December 31, 2014 and 1.44 percent as of June 30, 2014. Acquired PCI loans that are included in loan pools, including acquired Yadkin PCI loans, are reclassified at acquisition to accrual status and thus are not included as nonperforming assets unless they are 90 days or greater past due.

The following table summarizes the Company's nonperforming assets.
(Dollars in thousands)
 
June 30,
2015
 
December 31, 2014
 
 
 
 
 
Nonaccrual loans
 
$
25,692

 
$
17,949

Accruing loans past due 90 days or more (1)
 
6,800

 
8,810

Foreclosed assets:
 
 
 
 
Residential real estate
 
2,025

 
2,016

All other foreclosed assets
 
11,522

 
10,875

Total nonperforming assets
 
$
46,039

 
$
39,650

 
 
 
 
 
Restructured loans not included above
 
$
2,333

 
$
3,948

(1)    Balances include PCI loans past due 90 days or more that are grouped in pools which accrue interest based on pool yields. 

The following table summarizes the Company’s nonperforming loans by type.
 
 
June 30, 2015
 
December 31, 2014
(Dollars in thousands)
 
Carrying Value
 
% of Loans in Category
 
Carrying Value
 
% of Loans in Category
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
Commercial real estate
 
$
17,029

 
1.19
%
 
$
9,268

 
0.68
%
Commercial and industrial
 
5,765

 
1.15

 
6,224

 
1.33

Construction and development
 
1,298

 
0.40

 
3,843

 
1.04

Consumer:
 
 
 
 
 
 
 
 
Residential real estate
 
5,361

 
1.50

 
4,891

 
1.36

Construction and development
 
529

 
1.64

 
372

 
1.24

Home equity
 
2,194

 
0.79

 
1,909

 
0.69

Consumer
 
316

 
0.90

 
252

 
0.68

Total nonperforming loans
 
$
32,492

 
1.10
%
 
$
26,759

 
0.92
%


- 49 -



Allowance for Loan Losses

The ALLL and related provision are calculated separately for PCI loans and non-PCI loans. The following description of the Company's ALLL methodology primarily relates to non-PCI loans. The evaluation of PCI loans for impairment follows a different methodology which is described above. The ALLL is a reserve established through a provision for probable loan losses charged to expense. Balances are charged against the ALLL when the collectability of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. The ALLL is maintained at a level based on management's best estimate of probable credit losses that are inherent in the loan portfolio. Management evaluates the adequacy of the ALLL on at least a quarterly basis.

For non-PCI loans, the evaluation of the adequacy of the ALLL includes both loans evaluated collectively for impairment and loans evaluated individually for impairment. For loans evaluated collectively for impairment, loans are grouped based on common risk characteristics which include loan type and risk grade. Historical loss rates are calculated based on the historical probability of default ("PD") and loss given default ("LGD") for each loan grouping. PDs represent the likelihood that a loan will default within a one year period of time, and LGDs represent the estimated magnitude of loss the Company will incur if a loan defaults. A loan is considered to be in default if it becomes 90 days or more past due, meets the criteria for nonaccrual status, or incurs a charge-off. Historical loss rates are developed with four years of trailing default and loss data. These historical loss rates are then combined with certain qualitative factors to determine the ALLL reserve rates for each loan grouping. Qualitative factors include consideration of certain internal and external factors, such as loan delinquency levels and trends, loan growth, loan portfolio composition and concentrations, local and national economic conditions, the loan review function, and other factors management deems relevant to the ALLL calculation.

In the second quarter of 2015, the Company enhanced its ALLL methodology by transitioning to the PD/LGD approach to calculating historical loss rates by loan grouping, as previously described. In prior periods, the Company calculated historical loss rates by loan type and then weighted these loss rates across its risk grade scale. Both methods use historical loss rates to calculate reserves on loans evaluated collectively for impairment, but the Company believes the current PD/LGD approach provides a more precise estimate of loan losses across the risk grade scale based on actual default data. The enhanced ALLL calculation did not have a material impact on the total ALLL as of June 30, 2015 or on the provision for loan losses in the second quarter of 2015, however, the enhanced ALLL methodology did change the allocation of ALLL across certain loan classes, particularly commercial and industrial and construction and development loans. The Company held other significant inputs into the ALLL model consistent, such as the "lookback" period used to develop historical loss rates, loan groupings for collective evaluation, and the application of qualitative factors.

A loan, excluding PCI loans, is considered individually impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Reserves, or charge-offs, on individually impaired loans that are collateral dependent are based on the fair value of the underlying collateral, less an estimate of selling costs, while reserves, or charge-offs, on loans that are not collateral dependent are based on either an observable market price, if available, or the present value of expected future cash flows discounted at the historical effective interest rate. PCI loans within pools are not evaluated individually for impairment.

The following table presents the allocation of the ALLL for the periods presented.
 
 
June 30, 2015
 
December 31, 2014
(Dollars in thousands)
 
Amount
 
% of
Total
Allowance
 
Amount
 
% of
Total
Allowance
 
 
 
 
 
 
 
 
 
Commercial:
 
 
 
 
 
 
 
 
Commercial real estate
 
$
3,137

 
37.53
%
 
$
2,796

 
35.77
%
Commercial and industrial
 
1,960

 
23.45

 
1,274

 
16.30

Construction and development
 
665

 
7.96

 
1,691

 
21.63

Consumer:
 
 
 
 
 
 
 
 
Residential real estate
 
1,327

 
15.88

 
1,237

 
15.82

Construction and development
 
269

 
3.22

 
194

 
2.48

Home equity
 
775

 
9.27

 
546

 
6.98

Consumer
 
225

 
2.69

 
79

 
1.02

Total allowance for loan losses
 
$
8,358

 
100.00
%
 
$
7,817

 
100.00
%


- 50 -



In addition to the impact of the methodology enhancements on the ALLL calculation, current changes in the composition of the loan portfolio also contributed to changes in ALLL balances by loan class. Among non-PCI loans that are collectively evaluated for impairment, commercial real estate loans and commercial and industrial loans increased $91.7 million and $32.2 million, respectively, from December 31, 2014, to June 30, 2015. Commercial construction loans declined $37.0 million during the same period, as construction loans were either repaid or transferred to another loan class when the construction project ended and the permanent financing phase began. The reduction in outstanding commercial construction loans included a $2.5 million or 66.2% reduction in balances identified as nonperforming.

The following table summarizes changes in the ALLL for the periods presented.
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands)
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
ALLL, beginning of period
$
8,284

 
$
7,213

 
$
7,817

 
$
7,043

Charge-offs:
 
 
 
 
 

 
 

Commercial:
 
 
 
 
 
 
 
Commercial real estate
157

 

 
256

 
242

Commercial and industrial
602

 
205

 
971

 
446

Construction and development
51

 

 
67

 
196

Consumer:
 
 
 
 
 
 
 
Residential real estate
120

 
11

 
130

 
207

Home equity
183

 
83

 
318

 
271

Consumer
112

 
36

 
248

 
132

Total charge-offs
1,225

 
335

 
1,990

 
1,494

Recoveries:
 
 
 
 
 

 
 

Commercial:
 
 
 
 
 
 
 
Commercial real estate
7

 
1

 
12

 
5

Commercial and industrial
114

 
23

 
250

 
28

Construction and development
5

 
2

 
10

 
2

Consumer:
 
 
 
 
 
 
 
Residential real estate
28

 
13

 
52

 
24

Home equity
113

 
64

 
154

 
76

Consumer
38

 
6

 
71

 
13

Total recoveries
305

 
109

 
576

 
148

Net charge-offs
920

 
226

 
1,414

 
1,346

Provision for loan losses
994

 
464

 
1,955

 
1,754

ALLL, end of period
$
8,358

 
$
7,451

 
$
8,358

 
$
7,451

 
 
 
 
 
 
 
 
Net charge-offs to average loans (annualized)
0.12
%
 
0.07
%
 
0.10
%
 
0.20
%

The ALLL to total loans ratio was 0.28 percent as of June 30, 2015 compared to 0.27 percent as of December 31, 2014. The adjusted ALLL, which includes the ALLL as well as net acquisition fair value adjustments for acquired loans, declined from 2.17 percent of total loans as of December 31, 2014 to 1.88 percent of total loans as of June 30, 2015. The reduction in adjusted ALLL resulted primarily from lower loss rates used in the ALLL model due to improvement in charge-off levels and continued accretion of acquisition accounting fair value adjustments. The following non-GAAP reconciliation provides a calculation of the adjusted ALLL and the related adjusted ALLL as a percentage of total loans for the periods presented.
(Dollars in thousands)
 
June 30,
2015
 
December 31, 2014
 
 
 
 
 
Allowance for loan losses (GAAP)
 
$
8,358

 
$
7,817

Net acquisition accounting fair value discounts to loans
 
47,160

 
55,166

Adjusted allowance for loan losses

$
55,518

 
$
62,983

Loans
 
$
2,955,771

 
$
2,898,266

Adjusted allowance for loan losses to loans (Non-GAAP)

1.88
%
 
2.17
%

- 51 -




Deposit Activities
 
Deposits are the primary source of funds for the Company's lending and investing activities. The Company provides a range of deposit services to businesses and individuals, including non-interest bearing checking accounts, interest bearing checking accounts, savings accounts, money market accounts, IRAs and CDs. These accounts generally earn interest at rates the Company establishes based on market factors and the anticipated amount and timing of funding needs. The establishment or continuity of a core deposit relationship can be a factor in loan pricing decisions. While the Company's primary focus is on establishing customer relationships to attract core deposits, at times, the Company uses brokered deposits and other wholesale deposits to supplement its funding sources. As of June 30, 2015, brokered deposits represented 10.3 percent of total deposits.

Total deposits as of June 30, 2015 were $3.24 billion, which was a decrease of $4.3 million from December 31, 2014. As of June 30, 2015 and December 31, 2014, the Company had outstanding time deposits under $100 thousand of $556.0 million and $547.5 million, respectively, and time deposits over $100 thousand of $521.9 million and $544.8 million, respectively.
 
The table below provides a summary of the Company’s deposit portfolio by deposit type.
Composition of Deposit Portfolio:
 
June 30,
2015
 
December 31,
2014
 
 
 
 
 
Non-interest demand
 
21.5
%
 
21.0
%
Interest-bearing demand
 
14.7

 
14.5

Money market and savings
 
30.6

 
30.9

Time deposits
 
33.2

 
33.6

Total
 
100.0
%
 
100.0
%
 
The following tables summarize the average balances outstanding and average interest rates for each major category of deposits for the periods presented.
 
Three months ended June 30,
 
2015
 
2014
(Dollars in thousands)
Average
Balance
 
% of Total
 
Average Rate
 
Average
Balance
 
% of Total
 
Average Rate
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest demand
$
676,858

 
20.96
%
 
%
 
$
211,182

 
12.74
%
 
%
Interest-bearing demand
475,546

 
14.73

 
0.13

 
348,379

 
20.99

 
0.17

Money market and savings
997,732

 
30.90

 
0.29

 
469,363

 
28.28

 
0.27

Time deposits
1,078,460

 
33.41

 
0.82

 
630,571

 
37.99

 
0.76

Total average deposits
$
3,228,596

 
100.00
%
 
0.38
%
 
$
1,659,495

 
100.00
%
 
0.40
%

 
Six months ended June 30,
 
2015
 
2014
(Dollars in thousands)
Average
Balance
 
% of Total
 
Average Rate
 
Average
Balance
 
% of Total
 
Average Rate
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest demand
$
667,280

 
20.69
%
 
%
 
$
220,269

 
13.17
%
 
%
Interest-bearing demand
473,233

 
14.67

 
0.14

 
349,180

 
20.87

 
0.19

Money market and savings
1,000,444

 
31.02

 
0.29

 
473,315

 
28.28

 
0.28

Time deposits
1,084,205

 
33.62

 
0.78

 
630,649

 
37.68

 
0.74

Total average deposits
$
3,225,162

 
100.00
%
 
0.37
%
 
$
1,673,413

 
100.00
%
 
0.40
%

The overall mix of deposits has shifted to a higher percentage of non-interest demand deposits with reductions in the percentage of deposits held in interest-bearing demand and time deposit accounts. The Company believes its deposit product offerings are properly structured to attract and retain core low-cost deposit relationships. The average cost of deposits was 0.38 percent in the second quarter of 2015 compared to 0.40 percent in the second quarter of 2014 due to changes in deposit mix and lower deposit interest rates.

- 52 -




Borrowings and Long-Term Debt
 
The Company uses short-term borrowings and long-term debt to provide both funding and, to a lesser extent, regulatory capital. Short-term borrowings totaled $355.5 million and $250.5 million as of June 30, 2015 and December 31, 2014, respectively, and consisted of FHLB advances maturing within twelve months. The balance of short-term FHLB advances increased during the year-to-date period to partially fund loan growth and to compensate for the preferred stock redemption. The Company also shifted some its maturities from long-term to short-term as the mix of loan originations and loans in the pipeline continue to be weighted towards variable rate lending.

Long-term debt totaled $147.3 million as of June 30, 2015, which was a decrease from $180.2 million as of December 31, 2014. Long-term debt included outstanding long-term FHLB advances of $71.5 million and $104.7 million as of June 30, 2015 and December 31, 2014, respectively. Long-term debt also included $7.1 million in a subordinated term loan due in 2018 as well as $38.1 million in fixed rate subordinated notes due in 2023. As of June 30, 2015, long-term debt also included a total of $24.7 million in junior subordinated debentures issued to various unconsolidated trusts which were formed to issue trust preferred securities. This amount grew from a balance of $24.4 million as of December 31, 2014 due to accretion of fair value discounts related to the trust preferred securities. Capital lease obligations, which are included in long-term debt, totaled $5.9 million and $6.0 million as of June 30, 2015 and December 31, 2014, respectively.
 
Shareholders’ Equity
 
Total shareholders’ equity was $548.1 million as of June 30, 2015, which was a decrease of $9.7 million from December 31, 2014. The decrease was primarily due to the preferred stock redemption of $28.4 million in the second quarter of 2015, a $1.7 million net other comprehensive loss, and $821 thousand of dividends paid on preferred stock prior to the redemption. The decrease was partially offset by $21.0 million of year-to-date 2015 net income.

Liquidity

Liquidity management involves the ability to fund the needs and requirements of depositors and borrowers, fund loan commitments, pay operating expenses, and ensure compliance with regulatory liquidity requirements. To ensure the Company is positioned to meet immediate and future cash demands, management regularly evaluates the Company's deposit mix and trends and relies on various internal analyses of its liquidity, which includes liquidity stress testing as well as short-term and long-term liquidity planning. The Company's liquidity management is governed by its liquidity policy and contingent funding plan which are both approved annually by the Board of Directors.

Investment portfolio principal payments and maturities, loan principal payments, deposit growth, brokered deposit sources, available borrowings from the FHLB, and various federal funds lines from correspondent banks are the primary sources of liquidity for the Bank. The primary uses of liquidity are repayments of borrowings, deposit maturities and withdrawals, disbursements of loan proceeds, and investment purchases. The primary uses of liquidity at the holding company are common stock dividends, debt payments on its subordinated debt and TRUPs, and operating expenses. The primary sources of liquidity at the holding company are dividend distributions from the Bank. In addition, on July 2, 2014, the holding company entered into a loan agreement with a correspondent bank providing for a revolving loan of up to an aggregate principal amount of $10.0 million. Borrowings under the loan agreement accrue interest at LIBOR plus 4.0 percent. The loan agreement will expire on July 1, 2016. However, the Company may extend the maturity date by twelve months so long as it is not in default under the loan agreement. The obligations of the loan agreement are secured by, among other things, a pledge of all of the capital stock of the Bank.
 
As of June 30, 2015, the Company's most liquid assets (which include cash and due from banks, interest-earning deposits with banks, federal funds sold, and investment securities available for sale) totaled $772.0 million, which represented 18 percent of total assets and 24 percent of total deposits. Supplementing this on-balance sheet liquidity, the Company had available off-balance sheet liquidity in the form of secured and unsecured lines of credit from various correspondent banks which totaled $367.2 million as of June 30, 2015. As of June 30, 2015, outstanding commitments for undisbursed lines of credit and letters of credit totaled $758.9 million, standby letters of credit issued by the FHLB on the Bank's behalf totaled $10.0 million, and outstanding capital commitments to a private investment fund were $2.7 million. Management believes that the aggregate liquidity position of the Company is sufficient to meet deposit maturities and withdrawals, borrowing commitments, loan funding requirements, and operating expenses. Core deposits (total deposits less brokered deposits), one of the Company's most stable sources of liquidity, together with common equity capital funded $3.46 billion, or 80 percent, of total assets as of June 30, 2015, compared to $3.50 billion or 82 percent of total assets as of December 31, 2014.


- 53 -



Contractual Obligations

The following table presents the Company's significant fixed and determinable contractual obligations by payment date. The payment amounts represent those amounts contractually due to the recipient. The table excludes liabilities recorded where management cannot reasonably estimate the timing of any payments that may be required in connection with these liabilities.
 
June 30, 2015
(Dollars in thousands)
1 Year
or Less
 
Over 1 to 3 Years
 
Over 3 to 5 Years
 
More Than
5 Years
 
Total
 
 
 
 
 
 
 
 
 
 
Time deposits
$
590,877

 
$
261,038

 
$
225,947

 
$

 
$
1,077,862

Short-term borrowings
355,500

 

 

 

 
355,500

Long-term debt

 
67,226

 
13,973

 
66,066

 
147,265

Operating leases
3,956

 
6,258

 
4,022

 
4,879

 
19,115

Capital leases
567

 
1,159

 
1,203

 
6,313

 
9,242

Total contractual obligations
$
950,900

 
$
335,681

 
$
245,145

 
$
77,258

 
$
1,608,984

 
Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. The Company's principal goals related to the maintenance of capital are to provide adequate capital to support the Company's risk profile, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, and provide a competitive return to shareholders.

On July 2, 2013, the Federal Reserve Board, and on July 9, 2013, the FDIC, adopted a final rule that implements the Basel III changes to the international regulatory capital framework, referred to as the “Basel III Rules.” The Basel III Rules apply to both depository institutions and their holding companies. The Basel III Rules, which became effective for both the Company and the Bank on January 1, 2015, include new risk-based and leverage capital ratio requirements which refine the definition of what constitutes “capital” for purposes of calculating those ratios. The minimum capital level requirements applicable to the Company and the Bank under the Basel III Rules are: (i) a new common equity Tier 1 risk-based capital ratio of 4.5 percent; (ii) a Tier 1 risk-based capital ratio of 6 percent (increased from 4 percent); (iii) a total risk-based capital ratio of 8 percent (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4 percent for all institutions. Common equity Tier 1 capital will consist of retained earnings and common stock instruments, subject to certain adjustments.

The Basel III Rules also establish a “capital conservation buffer” of 2.5 percent above the new regulatory minimum risk-based capital requirements. The conservation buffer, when added to the capital requirements, result in the following minimum ratios: (i) a common equity Tier 1 risk-based capital ratio of 7.0 percent, (ii) a Tier 1 risk-based capital ratio of 8.5 percent, and (iii) a total risk-based capital ratio of 10.5 percent. The new capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625 percent of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on certain activities including payment of dividends, share repurchases and discretionary bonuses to executive officers if its capital level is below the buffer amount.

The Basel III Rules also revise the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels do not meet certain thresholds. The prompt corrective action rules were modified to include a common equity Tier 1 capital component and to increase certain other capital requirements for the various thresholds. For example, under the proposed prompt corrective action rules, insured depository institutions will be required to meet the following capital levels in order to qualify as “well capitalized:” (i) a new common equity Tier 1 risk-based capital ratio of 6.5 percent; (ii) a Tier 1 risk-based capital ratio of 8 percent (increased from 6 percent); (iii) a total risk-based capital ratio of 10 percent (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5 percent (unchanged from previous rules). The Basel III Rules also set forth certain changes in the methods of calculating certain risk-weighted assets, which in turn will affect the calculation of risk based ratios.


- 54 -



The Company's and the Bank’s capital amounts and ratios as of June 30, 2015 are presented in the table below.
(Dollars in thousands)
Actual
 
Minimum for Capital Adequacy Purposes
 
Minimum to be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Yadkin Financial Corporation
 

 
 

 
 

 
 

 
 
 
 

Total risk-based capital
$
427,313

 
11.85
%
 
$
288,361

 
8.00
%
 
N/A

 
N/A

Tier 1 risk-based capital
375,192

 
10.41
%
 
216,271

 
6.00
%
 
N/A

 
N/A

Common equity Tier 1
375,192

 
10.41
%
 
162,203

 
4.50
%
 
N/A

 
N/A

Tier 1 leverage capital
375,192

 
9.22
%
 
162,765

 
4.00
%
 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
Yadkin Bank
 

 
 

 
 

 
 

 
 

 
 

Total risk-based capital
$
428,069

 
11.90
%
 
$
287,875

 
8.00
%
 
$
359,844

 
10.00
%
Tier 1 risk-based capital
413,999

 
11.50
%
 
215,907

 
6.00
%
 
287,875

 
8.00
%
Common equity Tier 1
413,999

 
11.50
%
 
161,930

 
4.50
%
 
233,899

 
6.50
%
Tier 1 leverage capital
413,999

 
10.17
%
 
162,846

 
4.00
%
 
203,558

 
5.00
%

In the second quarter of 2015, the Company redeemed $28.4 million of outstanding preferred stock that had originally been issued to the U.S. Treasury in connection with its TARP Capital Purchase Program.

On July 22, 2015, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per share of its outstanding unrestricted common stock, payable August 20, 2015, to shareholders of record as of August 6, 2015. This is the first common stock dividend the Company has declared and reflects the strength of its performance since the Mergers last year.

The Company's tangible book value per common share was $12.01 as of June 30, 2015, which was an increase from $11.41 as of December 31, 2014. Tangible common equity to tangible assets increased to 9.16 percent as of June 30, 2015 from 8.80 percent as of December 31, 2014. The following table presents the calculation of tangible book value per common share and tangible common equity to tangible assets, which are both non-GAAP financial metrics.
(Dollars in thousands)
June 30, 2015
 
December 31, 2014
 
 
 
 
Total shareholders' equity
$
548,116

 
$
557,802

Less: Preferred stock

 
28,405

Less: Goodwill and other intangible assets, net
167,237

 
168,829

Tangible common equity
380,879

 
360,568

Common shares outstanding
31,712,021

 
31,599,150

Tangible book value per share
$
12.01

 
$
11.41

 
 
 
 
Total assets
$
4,327,052

 
$
4,268,034

Less: Goodwill and other intangible assets, net
167,237

 
168,829

Tangible assets
$
4,159,815

 
$
4,099,205

Tangible common equity to tangible assets
9.16
%
 
8.80
%
 
 
 
 

- 55 -



Forward-Looking Information
 
This periodic report on Form 10-Q contains certain “forward-looking statements” that represent management’s judgments concerning the future and are subject to risks and uncertainties that could cause the Company’s actual operating results and financial position to differ materially from those projected in the forward-looking statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “anticipate,” “should,” “would,” “project,” “future,” “strategy,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “intend,” “seeks,” or other similar words and expressions of the future. Risks and other factors that could influence the estimates include risks associated with any change in management, strategic direction, business plan, or operations, our management’s ability to successfully integrate the Company’s business and execute its business plan across new and diverse markets in North Carolina, South Carolina and elsewhere, greater than expected costs or difficulties related to the integration of acquired companies, local economic conditions affecting retail and commercial real estate, disruptions in the credit markets, particularly in light of continued economic uncertainty in the European Union, continued political unrest and instability in the Middle East; changes in interest rates, adverse developments in the real estate market affecting the value and marketability of collateral securing loans made by the Bank, the failure of assumptions underlying loan loss and other reserves, competition and the risk of new and changing regulation, including, but not limited to recent proposals that would change capital standards and asset risk-weighting for financial institutions. Additional factors that could cause actual results to differ materially are discussed in the Company’s filings with the Securities and Exchange Commission, including without limitation previous Annual Reports on Form 10-K of the Company and of predecessor companies. The forward-looking statements in this document speak only as of the date hereof, and the Company does not assume any obligation to update such forward-looking statements, except as may otherwise be required by law.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
The Company intends to reach its strategic financial objectives through the effective management of market risk. Like many financial institutions, the Company’s most significant market risk exposure is interest rate risk. The Company's primary goal in managing interest rate risk is to minimize the effect that changes in market interest rates have on earnings and capital. This goal is accomplished through the active management of the balance sheet. The goal of these activities is to structure the maturity and repricing of assets and liabilities to produce stable net interest income despite changing interest rates. The Company's overall interest rate risk position is governed by policies approved by the Board of Directors and guidelines established and monitored by the Bank’s Asset/Liability Committee (“ALCO”).

To measure, monitor, and report on interest rate risk, the Company begins with two models: (1) net interest income ("NII") at risk, which measures the impact on NII over the next twelve and twenty-four months to immediate changes in interest rates and (2) net economic value of equity ("EVE"), which measures the impact on the present value of net assets to immediate changes in interest rates. NII at risk is designed to measure the potential short-term impact of changes in interest rates on NII. EVE is a long-term measure of interest rate risk to the Company's balance sheet, or equity. Gap analysis, which is the difference between the amount of balance sheet assets and liabilities repricing within a specified time period, is used as a secondary measure of the Company's interest rate risk position. All of these models are subject to ALCO guidelines and are monitored regularly.

In calculating NII at risk, the Company begins with a base amount of NII that is projected over the next twelve and twenty-four months, assuming that the balance sheet is static and the yield curve remains unchanged over the period. The current yield curve is then “shocked,” or moved immediately, ±1.0 percent, ±2.0 percent, ±3.0 percent and ±4.0 percent in a parallel fashion, or at all points along the yield curve. New twelve-month and twenty four-month NII projections are then developed using the same balance sheet but with the new yield curves, and these results are compared to the base scenario. The Company also models other scenarios to evaluate potential NII at risk such as a gradual ramp in interest rates, a flattening yield curve, a steepening yield curve, and others that management deems appropriate.

EVE at risk is based on the change in the present value of all assets and liabilities under different interest rate scenarios. The present value of existing cash flows with the current yield curve serves as the base case. The Company then applies an immediate parallel shock to that yield curve of ±1.0 percent, ±2.0 percent, ±3.0 percent and ±4.0 percent and recalculates the cash flows and related present values.

Key assumptions used in the models described above include the timing of cash flows, the maturity and repricing of assets and liabilities, changes in market conditions, and interest-rate sensitivities of the Company's non-maturity deposits with respect to interest rates paid and the level of balances. These assumptions are inherently uncertain and, as a result, the models cannot precisely calculate future NII or predict the impact of changes in interest rates on NII and EVE. Actual results could differ from simulated results due to the timing, magnitude and frequency of changes in interest rates and market conditions, changes in spreads and management strategies, among other factors. Projections of NII are assessed as part of the Company's forecasting process.

- 56 -




NII and EVE Analysis. The following table presents the estimated exposure to NII for the next twelve months due to immediate changes in interest rates and the estimated exposure to EVE due to immediate changes in interest rates. All information is presented as of June 30, 2015.
 
June 30, 2015
(Dollars in thousands)
Estimated Exposure to NII
 
Estimated Exposure to EVE
 
 
 
 
Immediate change in interest rates:
 
 
 
+ 4.0%
12.75
 %
 
5.65
 %
+ 3.0%
9.32

 
4.61

+ 2.0%
4.97

 
3.35

+ 1.0%
1.30

 
1.79

No change

 

- 1.0%
(1.38
)
 
(3.53
)

While the measures presented in the table above are not a prediction of future NII or EVE valuations, they do suggest that if all other variables remained constant, immediate increases in interest rates at all points on the yield curve may produce higher NII in the short term. Other important factors that impact the levels of NII are balance sheet size and mix, interest rate spreads, the slope of the yield curve, the speed of interest rates changes, and management actions taken in response to the preceding conditions.

Item 4. Controls and Procedures
 
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(b) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2015. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
There were no changes in the Company’s internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

- 57 -



Part II. Other Information
 
Item 1. Legal Proceedings
 
The Company and Yadkin Bank have been named defendants in legal actions arising from normal business activities in which damages in various amounts are claimed. Although the amount of any unrecorded liability with respect to such matters cannot be determined, in the opinion of management, any additional liability arising from these matters will not have a material effect on Yadkin's consolidated financial statements.

 
Item 1A. Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.

Item 5. Other Information
 
Shareholders and other interested parties may initiate communications with the Board, the Chairman, the Lead Independent Director, the Independent Directors as a group or any individual director or directors by writing to our Secretary at: 3600 Glenwood Avenue, Suite 300, Raleigh, North Carolina 27612. You should indicate on the outside of the envelope the intended recipient of your communication (i.e., the full Board, the Independent Directors as a group or any individual director or directors). The Board has instructed our Secretary to review such correspondence and, at her discretion, not to forward items if she deems them to be of a commercial or frivolous nature or otherwise inappropriate for the recipient's consideration.


- 58 -



Item 6. Exhibits
 
2.1
Agreement and Plan of Merger By and Among Yadkin Financial Corporation, VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc. dated as of January 27, 2014. The Merger Agreement contains a listing and references identifying the contents of all omitted disclosure schedules and the Company hereby agrees to furnish supplementally a copy of any omitted disclosure schedule to the Securities and Exchange Commission upon request. (1)
 
 
2.2
First Amendment to the Agreement and Plan of Merger By and Among Yadkin Financial Corporation, VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc. dated as of April 22, 2014. (2)
 
 
3.1
Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, effective as of July 4, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed July 7, 2014)
 
 
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed July 7, 2014)
 
 
10.1
Loan Agreement dated as of July 2, 2014 by and between VantageSouth Bancshares, Inc. and NexBank SSB (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 7, 2014)
 
 
10.2
Promissory Note dated as of July 2, 2014 issued by VantageSouth Bancshares, Inc. to NexBank SSB (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 7, 2014)
 
 
10.3
Pledge and Security Agreement dated as of July 2, 2014 by and between VantageSouth Bancshares, Inc. and NexBank SSB (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed July 7, 2014)
 
 
31.1
Certification of Principal Executive Officer pursuant to Rule 13a – 14(a).
 
 
31.2
Certification of Principal Financial Officer pursuant to Rule 13a – 14(a).
 
 
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
_____________________________________________________________
(1) Incorporated by reference to corresponding exhibit to the Current Report on Form 8-K filed with the SEC on January 30, 2014.
(2) Incorporated by reference to corresponding exhibit to the Current Report on Form 8-K filed with the SEC on April 25, 2014.

 

- 59 -



Signatures
 
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.
 
 
 
YADKIN FINANCIAL CORPORATION
 
 
 
 
Date:    
August 7, 2015
By:
/s/ Scott M. Custer
 
 
 
Scott M. Custer
 
 
 
President and Chief Executive Officer
 
 
 
 
Date:
August 7, 2015
By:
/s/ Terry S. Earley
 
 
 
Terry S. Earley
 
 
 
Executive Vice President and Chief Financial Officer


- 60 -